


Part Replacements & Strawberry Laces

by the17thtearoom



Series: Great Power & Great Responsibility [1]
Category: Spider-Man (Tom Holland Movies), Spider-Man - All Media Types
Genre: Awesome May Parker (Spider-Man), BAMF Peter Parker, Canon Divergence - Spider-Man: Homecoming, Gen, Ned Leeds is a Good Bro, Peter Parker Needs a Hug, Peter Parker is a Mess, Pre-Spider-Man: Homecoming, Protective Ned Leeds, Protective Tony Stark, Tony Stark Has A Heart, tony finds out about the building collapse, tune in, will he get one??
Language: English
Status: Completed
Published: 2020-09-29
Updated: 2020-10-19
Packaged: 2021-03-07 21:02:24
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 4
Words: 22,806
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/26614156
Author URL: https://archiveofourown.org/users/the17thtearoom/pseuds/the17thtearoom
Summary: Peter Parker and Tony Stark both have their own ideas of how Spider-Man should operate.In the months of silence following the Civil War, the chasm that Tony lets fester between them breeds its own host of issues that culminate with a downed plane, a burning beach, and a warehouse razed to rubble that Peter refuses to discuss.Or;Peter Parker's story is told through father-figures.
Relationships: Ben Parker & Peter Parker, May Parker (Spider-Man) & Peter Parker, Ned Leeds & Peter Parker, Peter Parker & Tony Stark
Series: Great Power & Great Responsibility [1]
Series URL: https://archiveofourown.org/series/1938673
Comments: 33
Kudos: 94





	1. There's A Rapture In My Head

**Notes for the Chapter:**

> The fic title comes from Beautiful Faces by Declan McKenna. The chapter's title comes from Rapture by Declan McKenna.  
> ...  
> ..  
> ...  
> Stan Declan McKenna, youth empowerment advocate and the man behind 2020's one salvation; Zeros.
> 
> [Find me on Twitter!](https://twitter.com/VeryLucyJane)

Peter is crouched to read a placcard, squinting slightly—and thinking glumly that he might need to get his eyes re-tested—so he never notices the spider gliding gracefully down, down, towards him. It alights on the exposed skin at the back of his neck and Peter twitches slightly at the sensation, but thinks nothing of it.

"Hey Ned," he calls, to his friend across the room. "Did you know that jumping spiders can jump up to _fifty_ times their own body length?"

Ned shudders and turns away. _"Peter_. In what universe would I want to know something like that?"

"All of them?" he asks, beginning to trail after Ned.

They're alone; the rest of their tour group have already gone on ahead, led by the wife of one of Oscorp's lead scientists (and one of several personal heroes Peter has). Doctor Martha Connors is a nice lady, Peter thinks absently, stopping to read another sign about genetic mutation.

A sharp sting brings him up short and makes his breath catch. His hand flies to the back of his neck and jittery fingers knock away the spider who has only just made its presence known.

_"Ugh."_

"What's wrong?" Ned asks, turning back briefly.

"N-Nothing. Just a — creepy crawley," Peter says, grimacing down at the spider.

On instinct, he brings the sole of his shoe down on it, then regrets the action a moment later. Little guy hadn't deserved that.

"A _what?_ Parker, what did you say?" Flash Thompson leers at him from the entrance to the room and Peter sighs. "A creepy crawley? God, Parker, what are you, five?"

"Shut up, _Flash,"_ Ned says, sneering.

Flash rolls his eyes at them and says, "Mr Watson told me to tell you both to hurry up. You've lagged behind. Who knows, maybe you'll get expelled."

This time, Peter and Ned chorus, "Shut. _Up,"_ but Flash only rolls his eyes—again—and disappears back the way he came.

"We'd better go," Ned says, with no reservations about sounding fearful now their nemesis has left. "I don't want the school to tell my mom I've been causing trouble."

Peter follows wordlessly, casting a brief look back at the squished spider before they're gone from the room.

The incident flees his mind when he and Ned follow Flash into the room down the hall, and he sees Doctor Curt Connors himself. The tiny scientist living inside Peter jumps alive again and he has to stop himself from squeeing.

Doctor Connors is sans a forearm, but he doesn't let it stop him. He smiles tiredly at the students filling his vast workspace, and invites them all to look at the work his assistants put out for them that morning.

"Be careful, of course, but I trust that —"

A small, bright blue and yellow blur zooming past cuts him off. Doctor Connors laughs, grabs hold of the blur, which turns out to be a child of maybe six or seven, and introduces him.

"This is my son, Billy. He likes spending time around the lab with myself and Martha, but he won't be a bother to anyone, will you Billy-whiz?"

The kid shakes his head, beaming up at his father with a look that makes Peter's throat constrict for some odd reason. Cindy Moon coos a bit at young Billy, but otherwise the child draws no reaction.

The class are let loose and the fun begins again.

Ned shoots off to look at something with Betty Brant, and Peter wanders closer to Doctor Connors with Abraham. His shy nature battles it out with his curious one, and curiosity (unsurprisingly) wins. He and Abraham look at each other, then approach Doctor Connors directly.

Abe clears his throat. "Uh, Doc- Doctor Connors?"

The man turns to them, and smiles again. He looks very, very tired, Peter notices. Not unlike Ben does after a long shift at work.

"Hello boys. Interested in what I'm doing?"

The man, upon concluding his welcome speech, bent close over a load of papers and was working on them very intently.

"I'm doing research into cell regeneration. My aim is to develop a formula which will allow for the regrowth of, for example, lost limbs. But it's not easy," he adds ruefully. "Would you like me to walk you through it?"

Peter and Abe nod eagerly, and listen as Doctor Connors dives into a lengthy explanation. Abe keeps peppering the man with questions, and as Doctor Connors goes on tangents to answer them, Peter looks down at a half-finished equation. A decay rate algorithm. But it won't work as it is, which is what must be giving the scientist so much issue.

There's a pencil abandoned next to the notepad. Peter eyes it for a few moments, his fingers itching. He looks up; Abe and Doctor Connors are still conversing back and forth.

Peter picks the pencil up. Taps it against the paper a few times. Then starts to write.

He shoots off a few possible solutions while he waits for Abe to be done. It's thanks to studies Peter read in Doctor Connors' own papers, and those of Bruce Banner's, that he can think of any. In five minutes he fills the page with them, crossing some out and circling others, adding a few little quips and smileys to hopefully raise Doctor Connors' spirits.

"What are you doing?"

He freezes. Abe has wandered off and Doctor Connors is staring at Peter with a slightly hard look in his eyes. Peter drops the pencil.

"I—I'm so sorry Doctor Connors, I just — Your formula's equation — I wanted to..."

He trails off, because Doctor Connors has picked up the notepad and is staring at Peter's work with a strange glimmer in his eyes.

"How did you think of this?" Abruptly, he shoves the notepad at Peter and says, "Walk me through your work, Mr..."

"Parker, sir! Peter Parker."

He stumbles over his words a lot. His mouth struggles to keep up with his brain, and he misses a few words out in places that has him going back to re-explain a few things. Doctor Connors listens with narrow-eyed attention, nodding along.

When Peter is finished, Doctor Connors takes off his glasses and blows out a breath.

"Well, Mr Parker, that was — was excellent. You have a fine mind for science." He sounds a little bit faint and Peter hopes that if he tries to implement Peter's ideas, they don't fail too hard. "Thank you, young man."

Peter wonders if he's right in saying what he does next. Often in the years to come he will think back on it. For the moment, he's not even sure what compels him.

"I want to help people one day as well, Doctor Connors. Your arm — I know how it feels to have a part of yourself missing." Billy Connors is babbling on about one of his father's past projects in the corner of Peter's vision. His throat constricts again. "I really hope your formula works, sir."

Doctor Connors wears a pained look on his face. He smiles through it.

"We must all be greater than the demons we battle, Mr Parker. I hope we both succeed in our endeavours."

Peter and Doctor Connors look at each other without speaking for a few seconds. The weight of the man's stare feels heavy on Peter's shoulders but the words that preceeded them don't quite impact. On the surface, they make sense. _Beneath_ the surface, he struggles to understand.

 _"Class! Time's up!"_ Mr Watson calls. _"Back on the bus, now!"_

Groans of disappointment shoot up from various places in the room. Peter chucks the pencil down on the table and shoots the scientist a quick, "Thanks for talking to me!" before he shoots after his glum classmates.

Little Billy waves at them all as they leave, smiling. Martha, stood at his side, gives Peter an extra-warm smile, as if she knows what he and her husband have spent the last thirty five minutes talking about.

Peter vacates the Oscorp building nearly bursting with vigour.

The skin of his neck tingles ever so slightly.

* * *

Ben meets him when they get back to Midtown. He drives a beat up station wagon with hard suspension, but Peter doesn't mind it so much when sleep seems to drag at his eyelids. It started on the bus, on the way back from Oscorp, and it's only getting worse.

This seems to amuse Ben endlessly.

"I was going to ask you how the trip went, but I guess it'll have to wait until the hundred year sleep is over, huh, Sleeping Beauty?"

"Shut up, Ben," Peter says, grinning blearily.

"Wow. You've decimated me, Pete. I won't recover from this."

_"Ha."_

The silence during the ride home is comfortable and Peter sinks into it. Ben taps his fingers against the steering wheel, to the beat of the song playing over the stereo. Peter recognises it as Steve Miller Band, one of Ben and May's favourites. Subconsciously, he hums along too, and when one song fades out and the next begins, he starts to sing.

"I heat up, I can't cool down, my situation goes 'round and 'round."

Ben takes that as his cue to sing along with much more vigour. _"Silk and satin, leather and lace. Black panties with an angel's face._ Hey, you know, this reminds me of your Aunt —"

 _That_ wakes Peter up.

"Oh my God, oh my God, _oh my God!"_ he screeches, over Ben's roaring laughter. "Stop the car Ben, I'm walking home. _Stop the car."_

He doesn't. Ben is still laughing when they get home. He shifts the car into park and has to fight to bring himself under control when Peter shoots out so quickly he almost lands flat on his face.

"I guess if you're awake now," Ben chuckles, "you can tell me about your trip after all."

The lift is broken so they take the stairs up to the seventh floor where their apartment lies. Peter eagerly puts Ben's comment out of his mind and latches onto the opportunity to spill the details of his day instead.

"Oscorp have this massive arachnid experiment going on right now, and there was this display room full of stuff about it, and it looks really interesting so maybe if they publish any papers, I could — I could —"

"You might find it wrapped up for your birthday," Ben says, taking the chance to get a word in edgeways. "Sounds like you had a whale of a time, Pete."

"Oh, we did! Me and Ned spent _way too long_ looking at the spider displays, honestly. And guess what? Guess who I got to talk to? _Doctor Curt Connors!_ He even talked to me about this formula he's working on, and let me read over his work, and — Oh, and he let me write down a few of my own ideas!"

"That's great, Pete. Who knows? Maybe your name will get an honourable mention if this formula of his goes anywhere."

Ben is beaming by the time they reach the apartment. He claps Peter on the back, nudging him inside and closing the front door.

"Dearest May," Ben calls, "I brought home a stray child from the Oscorp labs!"

May's laughter rings out from the kitchen— _uh oh_ —and she calls back, "This one had better be domesticated, Benjamin. Not like that wild Peter boy."

"Only time will tell."

"A spider bit me, earlier," Peter adds finally. He slinks past their small kitchen in the general direction of his bedroom. The walk upstairs has drained him completely, and he yawns against his will.

May pops her head out of the kitchen, frowning. "Oh? How does it feel?"

"Fine. I barely know it's there."

She bustles up to check and huffs a bit. Her fingers are warm as they ghost over the spot.

"Well, I can't see anything. You said it feels fine?" He nodded. "Then let me know if that changes. I'll check it again later."

"There's antiseptic ointment in the medicine cabinet," Ben adds, throwing his jacket over the back of the sofa. "Should deal with any itching."

"Alright," Peter says through a jaw-breaking yawn. "I'm gonna go — uh, build something? Legos."

"Take a nap," May corrects.

"I'm thirteen! I don't take naps anymore," Peter says, even though that is absolutely what he's planning to do.

"Hey, now's the time, Pete. Wish _I_ would take a nap," Ben mutters.

"What's stopping you?"

"They don't let you once you're over the age of thirty. Naps discourage productivity. Keeps us all chugging along, good little workers." Peter oftentimes struggles to tell when Ben is joking and when he isn't; his poker face took Peter's entire childhood to riddle out. "Every time you take a nap the government gives you a grey hair."

"You must take a lot of secret naps then," Peter says, eyeing the flecks of silver in Ben's thinning, brown hair. May snorts and shoves Peter towards his bedroom.

"Get out of my living room, you tiny monster," Ben calls to his retreating back.

After Peter detours for the ointment, he drops onto his bed and is out before his head hits the pillow.

* * *

May does check in on him again that night. The prod of her fingers against his neck brings him to temporarily; the coolness of more ointment being applied. But she doesn't fetch Ben or try to wake Peter, so as he slips back into sleep he assumes everything is okay.

Then his eyes blink open again, when his room is dark and the apartment is silent. Peter, half-raised from his bed, eyes the time on the clock.

It's gone two am. And the bite on the back of his neck is beginning to tingle.

A cold flush washes over Peter and he pushes himself up on arms beginning to shake. He plants his feet on the floor, legs twitching with indecision as he wonders whether he should be running for May and Ben's room.

His body makes the choice for him a moment later. The _tingling_ turns into a _stinging_ in the span of seconds, and with a stomach-churning swiftness, fever engulfs him from head to toe.

_"Be—"_

Peter doubles over, his head exploding in a cacophany of light and noise. His brain is wrung out like a sponge, or being put through a meat-grinder, and when Peter next comes back to himself he is lying on the floor of his bedroom. The moonlight shining through a gap in his thin curtains blinds him, the sweat drenching his clothes is freezing cold even though Peter himself is on fire.

Peter burns. He freezes. The bite on the back of his neck pulses. His body is ripping itself apart.

When next his vision clears he expects to see his skin peeled away, raw and bloody and his muscle exposed to the night air. But he is still whole. There is no blood, barring the trickle which he watches drip down his ankle, which he must have banged on the bedside table.

Shivering, shaking apart, Peter watches the blood splash onto the carpet.

It is half past three, he notes vaguely, before the cacophany takes him once more. It doesn't release him for some time to come, but Peter never notices.

It's six o'clock in the morning.

Peter is drenched in sweat and wrung out with tiredness. The skin around his eyes feels tight and his fingers stratch for purchase against the short pile carpet beneath him. Its musty scent clogs his nostrils. The aftershocks of pain prick him all over.

From three floors down, Peter can hear Mrs Peterson's dogs barking. Across the street, a drunk is muttering obscenities as cops bundle him into the backseat of their car. A mile away, three babies are born at nearly the same time, their ungodly wails joining the unrelenting mess of life.

Sunlight tries to force its way past his curtains but even that is making his head pound. Feeling for the cut on his ankle, he frowns when his fingers skim over completely smooth skin. Either he imagined the cut or —

No. He sees blood on the floor. But no cut. Not on either of his ankles, and he checks himself over with increasingly frantic motions. No cuts anywhere on him.

Peter feels for the back of his neck again, but the swell has gone down. The bite is almost gone.

The venom it contained pulses through Peter's blood.

* * *

When Peter shows up in class that morning, late, skirting around the edges of hallways and classrooms with a pair of shades jammed onto his face, his teacher, Ms Chen, is far from amused.

"Take them off, Mr Parker. Sunglasses go against our dress code."

_Thrumming. Screeching. Ringing._

"C-Can I leave them for a while?" he asks, hoping he sounds pathetic enough to be left alone. His buzzing ears pick up on the snickers of Flash and his friends. "I have a headache."

Ms Chen's lips press into a thin line. "For now. If an administrator comes in, the glasses come off."

Mercifully, she leaves him alone and Peter slumps down in his chair next to Ned's.

"You alright, man?"

He tries not to twitch like the question was blared into his ear through a megaphone, but that's what it feels like.

"I knew Parker was a loser, but now he's coming into school _hungover?_ That's some troubled kid shit." It's Flash, of course, whispering with his friends like a pack of gossipy old men, cackling and making fun. Peter clenches his jaw tighter but doesn't react. "I bet he got it from his uncle. Guy probably drinks to forget about how poor he is."

Their laughter is louder then, making Peter's head ring as temper fires through his veins.

"Mr Thompson! Quieten down, please."

Ms Chen's voice joins the ruckus, and Peter feels himself spiral as she taps her pen against her desk, and Cindy Moon chews on a piece of gum, she _thinks_ discreetly. Three classrooms over he can hear a student having an asthma attack and her friend panicking. A floor up, on the other side of Midtown school, someone's experiment blows up.

_Thrumming. Screeching. Ringing._

_"Fuck,"_ Peter breaths, trying not to cry or vomit, or both.

_An endless cacophany—_

"Peter? Are you okay?"

_Of noise._

Ned's concern pierces through Peter's skull. A whimper escapes his lips.

Then the fire alarm blares—as expected—and the noise devastates Peter entirely. As his classmates leap to their feet in panic, Peter's vision whites out.

When he comes to again, the first thing he sees is the open sky, and Ned, who is sat near Peter's head, talking to someone. He looks worried and keeps fumbling his words, which can't be made out.

That someone turns out to be Ben. The school called him, of course, and he had to leave work early.

The nurse is talking.

"Young Ned here told me Peter came into school with a headache earlier. I think the fire alarm on top overwhelmed him. A kind of sensory overload, but nothing in the long term to worry about, unless he's had them before?"

"Never," Ben says.

But Peter caught that term; sensory overload. As soon as he's home, and left to his own devices in bed, Peter turns his phone's brightness to its lowest setting and gets to researching.

Sensory aids can cost thousands of dollars. The price tags attached to some of them make him wince. A gun going off several times in succession makes him wince deeper though, and pushes him to keep looking for solutions.

Eventually, the one he comes to, is that if he ever wants peace again, he needs to build his own aids.

He finds the specs and sets to tracking down the parts. Asks to borrow a few from Ned, who he knows has some. Peter is no tech expert, but if Tony Stark could built his first Iron Man suit in a cave in Afganistan, Peter can do this.

It isn't easy-going, even following along with YouTube tutorials. His freakish strength proves the ultimate hindrance, so even during the moments where Peter's concentration blocks out the shrieking of the universe, there's something keeping him from his goal. He crushes prototypes when going to tweak a wire. Turns pieces of metal to dust between his finger tips no matter how carefully he tries not to.

More than once, he ends the night crying into his pillow, desperation choking him out.

After two weeks of hell, during which time Peter knows his appearance has deteriorated, he has a nearly complete prototype. He holds two thin wires and is going to twine them together, when a sudden knock on his bedroom door brings the noise crashing back into his ears.

Peter jumps. The prototype is crushed. May is sticking her head through Peter's now-open door, a smile masking her worry.

"Hey Pete! Ben's making that risotto you like so much. Be ready in ten!"

He tries to reply, but his throat sticks. He looks down at the mess of plastic, metal and wiring in his hand, and feels himself begin to shake.

May's voice loses some of it's breeziness. "Peter. Did you hear me?" He nods. "Well then answer me when I speak to you. Is everything okay?"

_Thrumming. Screeching. Ringing._

"Yeah," he croaks. "Sorry."

The botched project tips from the palm of his hand to his desk.

Peter begins again. But his funds run lower and lower each time. Ned is happy to lend him the parts he needs, few questions asked, but Peter can't scrounge off him forever and his own meagre pocket money quickly becomes insufficient. He's spent two months worth of it on parts that, so far, have all ended up not working or getting crushed by his own freakish hands.

Flash comes in one day throwing around his wealth like the chino-wearing rich kid he is, and Peter resents even the sight of him.

"It's the brand new iPhone!" he declares to his flock, shoving the shiny phone in all of their faces. "Only came out last night. I didn't have to queue up for it or anything."

Peter's phone, a years-out-of-date Galaxy model, is cracked around the edges, with more cracks spidering along the front and back. Another result of Peter's new strength; before he never so much as _scratched_ his phone, far too aware of all that May and Ben did to afford it for him. The screen was the first casualty of the morning following the bite.

The morning Peter began to break everything he touched.

"Why'd your dad buy it?" one of Flash's friends asks.

He scoffs. "Does there need to be a reason? He bought it because I _wanted_ it."

Peter's wallet is empty enough for a tumbleweed to move in by the time he finally gets towards the end of his project. It's been three months since he started trying to build himself sensory aids.

All he needs now is a telecoil.

He finds one listed on Joe's Electronics for twenty dollars, but winces when he looks at the price of shipping. After getting in contact with the man, Peter learns that he has a shop in a marketplace, closer into the heart of the city.

He sets his heart on that telecoil. May gives him the last twenty from her purse, kisses Peter on the cheek, and lets him go for school. Peter leaves with a renewed spring in his step. He's arranged to meet Ben when the day is done; he wants to drive Peter to the market himself, rather than let him take the subway.

But before that can come, Peter's will is tested.

On the way to his agreed upon meeting place, he passes Gotham Comics, and sees a Luke Skywalker figurine in the window. The glass case glints in the afternoon sun. Peter's fingers twitch.

_Thrumming. Screeching. Ringing._

_Twenty dollars._

_Telecoil._

_He bought it because I wanted it._

Peter's will fails him, and before he's stopped to even think about it, May's money has gone into Gotham Comics' cash register. He continues on to the meeting place with Luke sttuffed into his backpack. He feels guilt on his chest, but doesn't let it drown him.

When he meets Ben, he doesn't spare it a second thought.

"Hey Ben," he says, strapping himself into the passenger seat. "Had a crazy time at school today. Me and Ned were looking into other implementations for telecoils, and..."

They go on this way for the rest of the car journey. Ben throws an open back of strawberry laces at him in an attempt to slow Peter's motor mouth, but is smiling indulgently as Peter goes on and on.

He eats a lace and aims a second at Ben's open mouth. "Flash is still being a dick, but what's new there?"

 _"Hey._ You watch your language, speaking like that at your age."

"Sorry Ben. But my point stands!"

The car pulls up on the side of the road and Ben stares at the marketplace. A small frown graces his face and he glances at his nephew, who is stuffing the pack of strawberry laces into his backback, which holds a host of chaotic notes and a figurine of Luke Skywalker.

"Are you sure we're at the right place, Pete? This market looks kind of shady."

He nods vigourously. "Yeah yeah, it's Joe's Electronics. I can see the name on that board by the door." Then he stills. His eyes bug out slightly. After a moment, he says, "C-Can I have twenty dollars?"

Ben's look of trepidation turns to one of disapproval.

"I thought May gave you the money you needed already."

He doesn't want to admit that he blew it on a Star Wars toy. It seems he doesn't need to. Ben knows instinctively.

"Peter, look. I know you're going through changes right now that are difficult to handle. I do! I went through the same ones myself."

"I mean, not _exactly_ the same ones," Peter interjects, with a small, rueful smile.

Ben continues undeterred. "But you need to start thinking about these things more seriously. _Money matters._ We don't have it in endless supply, and when May gave you her last twenty, you should have looked after it."

Peter shakes his head, looking away from Ben's disappointed gaze. He regrets it immediately, as the action worsens the pain pulsing through his brain.

"I don't know what's going on with you, Pete. It's been so long since we sat and talked! Even now I can see you straining to get away from me."

_Thrumming. Screeching. Ringing._

Peter feels himself spiralling, and says, "Ben, please, I need to get this replacement part. _Please."_ His eyes are closed against the unrelenting brightness of the early evening, but his pleading halts when he feels paper shoved into his hand.

When he opens his eyes, Ben is looking at him very seriously, wallet in hand. There's a tattered twenty in Peter's now.

"Look after this one. I won't bail you out again if you're irresponsible with May's money. You need to start thinking that the person you're growing into now is the person you're going to spend the rest of your life as. And whether you're comfortable with who that person is." Ben sighs and shakes his head. "Look, I know I'm not your father, but —"

_"Then why do you keep trying to pretend that you are?"_

The question rips from Peter's mouth before he can stop it. Desperation pulses through him, leaving him wide-eyed and breathless. Ben stares back, equally shocked. Tears swell behind Peter's eyes and push at him.

Before Ben can speak—and he's trying to, opening and closing his mouth repeatedly—Peter shoves the car door with too much force and stumbles out, making a bee-line for the market. He pushes through the crowd, trying not to cry because his senses are overwhelming him as they never have before. His head pounds, his own words circle round and round in his head.

He'll apologise once he's done. Once he has the telecoil. Everything will be _fine_.

Peter chokes back a panicked breath and keeps his head low.

There are sheets of plastic hanging down, cutting off the electronics shop from the rest of the bustling marketplace. Peter pushes through them, being very careful not to stick to any or tear them down.

Inside sits a man, behind a scruffy counter, scrolling through his phone and looking bored. Peter doesn't know how he could; the bits of scattered technology in here would keep him entertained for a lifetime.

The guy looks up at him and raises his eyebrows.

Peter jumps at the sudden scrutiny. "Uh, hi! I'm the guy who was asking after the telecoil?"

"Ah."

The seller, Joe, stashes away his phone and stands up in a heaving motion. He fishes around in one of his drawers for a minute before he produces the product. Peter's heart leaps at the sight of it.

Joe smiles and says, "That'll be thirty dollars."

There's a short silence. Peter stares, uncomprehending.

"Your website listing said twenty dollars."

Joe's smile turns to a smirk. "Guess you should have bought it online then. It's _thirty."_

"I only have twenty." Peter holds up the sad, crumpled note, in what he admits is quite a pathetic move.

Joe tsks, shakes his head and turns away from him. "I missed the part where that's my problem."

A small rage bubbles up in the pit of Peter's stomach. His phone buzzes again; Ben asking him to hurry up. Joe rolls his eyes when he looks back and finds Peter has not moved an inch.

"Go on, fuck off out of here. Cheapskate kids..."

He turns his back on Peter again, returning his attention to the cash register. Peter still can't move. Desperation thrums in his veins, pounds through his skull with each heartbeat. Ten dollars away from relief. _It's not fair._

There's a noise behind him. The back of his neck tingles. Then, movement bursts forth.

A man holding a gun bursts past the plastic hangings and points it at Joe's head. Peter stumbles back, eyes going wide.

"I want your money!" the gunman says. When Joe doesn't move, he shakes the gun in his face. _"Now!"_

He hasn't even noticed that Peter is there. The opportunity to do something presents itself. Peter turns the crumpled twenty dollars into a ball in his fist.

A drip of sweat trickles down Joe's forehead. He swallows, and the sound rings in Peter's over-sensitive ears. His eyes are flicking all over the place. They land on Peter more than once.

The gunman huffs. "I'm gonna give you _ten seconds."_

 _Ten seconds_. Time enough for Peter to scream for help or strike the gunman himself. He shifts, considers it. He knows it's what he _should_ do. Ultimately, he stays still, and on the ninth second, Joe releases a slow, controlled breath. He turns and opens his register. Empties it out and stuffs handfuls of notes into the gunman's hands.

The man only spots Peter as he runs for escape. His eyebrows raise slightly.

"Thanks, kid."

Then he's gone. Peter and Joe are alone again. Peter swallows, and notices for the first time how his heart is pounding, his hands shaking. He feels sick.

Joe is giving Peter a wide-eyed glare, breathing like a bull. His cash register hangs open and empty.

_"You could have stopped him!"_

Peter can't say that he's sorry he didn't. _Thrumming. Screeching. Ringing._

"I missed the part where that's my problem," he says, and drops the twenty dollars in a sweaty ball on the counter.

Joe glares, perfectly aware of the irony, and throws the part replacement at Peter's face. He catches it without flinching, and leaves without a word.

Outside the market, a crowd has gathered. Frowning, Peter pockets the part and brings his shaking under control as he fights his way through, looking for the place where Ben parked. He could swear it had been right next to that fire hydrant, but the space is empty.

Then he sees a car that looks the same as Ben's speeding away. His enhanced eyesight lets him identify the licence plate. Confusion and dread smash into each other.

Peter's throat goes dry. His enchanced hearing picks up on someone gurgling. A bloody, death rattle sort of noise.

He doesn't _know_ , but he does.

Peter fights his way through the crowd, and at the centre of it he finds Ben, on his back, with a speading stain on the front of his shirt. His mouth opens and closes but no noise escapes. His hands grasp at open air. Then he spies Peter, and his hands reach out towards him.

_"Pe'er."_

The ground rushes up to meet Peter's knees but he doesn't feel the impact. All he feels is the growing cold in Ben's hands as Peter's clasp securely around them.

_"Ben."_

He's dying, but as Ben looks into Peter's eyes, a pain-laced smile appears on his face.

"Pe-Peter. _My boy."_

"Ben, I'm so —" His voice fails him and leaves Peter the one wheezing, the one grasping for air or thought or speech. "I'm here, _Ben."_ The last of his words are cut off by a sob, which heaves from his body and leaves him trembling. _"Be'."_

Peter's mouth hangs open in silent horror, his hands holding Ben's tightly enough to crush them. In his last moments, Ben seems to feel that immense strength, comprehend something in it, and still look into Peter's eyes with a sort of love that he doesn't deserve to have.

_"Peter."_

Then the eyes lose their light. Chocolate and honey mixed in together, become simple brown. Dull. Lifeless. Peter knows that as soon as he relinquishes hold on Ben's hands, there will be nothing holding them up.

"Yeah, we've got a tail on the perp." It's a cop, standing far enough from the scene that anyone normal wouldn't be able to hear. Peter's senses sharpen. "He just held up some dingy electronics store, came out, tried to steal this guy's car. He said no, so the guy shot him. It's a green Volvo station wagon, heading in the direction of Lexington Avenue."

The bystanding crowd thrums with life. The blare of police lights tear apart the growing darkness. The smell of Ben Parker's blood invades the air.

Peter Parker runs off in pursuit.

**Notes for the Chapter:**

> There's only one rule of Spider-Man club; when he succeeds, Peter Parker should fail.
> 
> I wished the MCU writers let Peter establish himself solo before getting other heroes involved in his life. His Civil War guest starring went really well, but then in Homecoming I was like 👁👄👁 FFH, with Pete building his own suit at the end, I thought was better, but I still want to write my own version, blending my favourite parts of all three live-action 'verses.
> 
> So my plan is to have him do his thing for a while, before Civil War's events come to interrupt his flow. I'm on Tumblr under the same username (the17thtearoom) if you would like to punch up over this (jk I'm very soft please be nice to me)


	2. You Can Work This Out, But It'll Hurt You, Child

**Notes for the Chapter:**

> Title comes from Emily, by Declan McKenna

The night Ben dies is the first when Peter feels rage firing through his blood like molasses, but it is far from the last. He knows what he has done, the mistake he made that no distance of time will ever erase, and Peter wants vengence.

The first time he tries to get it, he wears a ski mask and confronts a gang surrounding a much younger, smaller man.

Peter is angry, fumbling and very quickly overwhelmed. The adrenaline rids him of the cacophany between his ears, only for it to be replaced by a painful ringing as Peter hits the ground, defeated. The attackers get away and their victim breaks for freedom, stumbling from the scene sans his wallet and watch. Peter is left beaten and bloodied on the ground.

When he gets home, it's nearly eleven o'clock and May loses her mind at the sight of him. Her face is drawn, colourless as of late, and when she first sees him, he's worried she is going to fall.

"Peter, what happened? Were you _mugged?"_

"Not me," he mumbles, looking down to avoid May's gaze.

Someone else was, though. The man Peter failed to help. As May fusses and clucks, gathering supplies to clean him up, Peter realises that what really hurts isn't that he was beaten up. It's not that he lost. It's that so did the guy who _was_ being mugged. The guy Peter probably had the strength to help, had he wanted to.

May insists on reporting the incident to the police but when they question him, Peter insists he doesn't remember the muggers' faces, nor their victim's. That last part is a lie, of course.

Peter remembers the victim's face.

The next time he goes out in search of Ben's killer, a week after his fourteenth birthday, he takes the time to remember the unknown victim's face, and rather than just trying to beat the next mugger he sees into the ground, he makes sure their prey escapes first.

Peter still ends the night defeated, with a litany of injuries that he cannot hide from May.

"Please, May, just go to sleep," he begs, shaking, eyes closed to defend from the look of heartbreak on her face.

_"How do you expect me to sleep, Peter?"_

He has no answer, so she grounds him through a wave of frustrated tears. She can't nail shut his window though, and Peter is undeterred. But when he is ensconced safely within his bedroom, he looks at the posters pinned to the back of his door. May dug them out of storage not long after Ben died.

Thor, Captain America, Iron Man. People Peter worshipped when he was slightly younger. It's nice to see them again and he wonders at how oddly reassuring it feels to be reminded of the gods of his childhood.

Ben bought him that poster, though, so Peter rolls over in bed to look away from it.

When Flash corners him, alone, at school the next day, Peter's temper bubbles over into his everyday life for the first time proper. He's been distant lately, even to Ned, but never before has he experienced an outburst.

Trust Flash to make it happen.

He corners Peter in an empty corner of the school, where he had been sketching out loose designs for tools which might make his criminal-chasing easier. A rudimentary formula for synthetic spider silk in particular shows promise.

A weak fist slams into the locker beside Peter's head and he snaps to attention.

Flash leers at him.

"Come on, Parker, everyone's seen you skulking around recently. Leeds looks like you're putting him through a fucking divorce. I'm just asking, you know, white boy loner not talking to anyone, should we be worried—"

In a heartbeat, Peter has Flash pinned against the lockers. The crashing noise reverberates up and down the otherwise empty locker room but neither Peter nor Flash take notice.

Peter is breathing like a bull, so tied up with anger that all he can do is glare.

The whites of Flash's eyes are very visible.

"Parker, _shit,_ I—I didn't mean— Your uncle died, I know, and I'm— I'm sorry." Flash is breathless, his eyes wide with fright, and... something else. Then he says it again, so quiet it's barely audible; _"I'm sorry."_

Peter stares at him, shaking with anger and grief and something more nebulous.

But the fist curled into the front of Flash's shirt loosens its grip. Peter lets him go, and steps back.

Flash looks at him like he's a rabid animal waiting to strike out. He opens his mouth to say something else, but Peter runs before he gets the chance.

He goes home and spends the rest of his night not looking at the posters on his door, childishly imagining that the people on them are passing judgement. He feels like they can see him, somehow, and is reminded of a time when Peter felt stronger, more invincible.

Then somewhere half-way between waking and sleep, the two thoughts crash together, and Peter gasps.

He forgoes sleep the rest of that night; the sensory aids Ben died to make happen have, unsurprisingly, gone untouched. Peter can barely stand to look at them, but he does so anyway, picking apart the wiring nice and careful. Restructuring the parts into something different. He rifles through his drawer for the damned telecoil, and places it on his desk. Looks at all the different parts. Reaches for one of his notepads.

Peter thinks he knows what to do now. Be someone looking out for the little guy.

The superhero 2.0.

* * *

A livestream hosted on the Oscorp website four months after Ben died shows Doctor Curt Connors sitting alongside Norman Osborn in what Peter recognises to be the man's lab. Mr Osborn is beaming at the camera, the smile too wide and imbued with smugness. Comparatively, Doctor Connors looks almost bashful next to him.

The formula is finished. That's what this live event is about; Mr Osborn discussing it with the man who made it possible. For the first time since Ben bled out beneath Peter's hands, Peter feels something light and happy dance around in his chest. He fiddles with his newest invention, a set of webshooters constructed from the parts of what he had meant to be his auditory aids, as he watches.

"I couldn't be prouder to have America's greatest minds working right here in my own building," Mr Osborn says. "Curt's formula is going to help people from all over the world."

A pleased, red flush rises on Doctor Connors' face, and Peter finds he has one to match.

Mr Osborn continues. "And in fact, I am so pleased with the progress made over the last few months, that I would like to announce, officially, the commencement of human trials."

Doctor Connors' smile drops in a flash. He cuts Mr Osborn a tense, alarmed look. Peter wonders why Mr Osborn would accounce something like that without discussing it properly first, because Doctor Connors obviously hasn't heard of this plan before now.

"While Stark Industries thunks along in the wake of the Sokovia disaster, let it be known that Oscorp remains at the forefront of protecting humanity."

Mr Osborn's smile is very nasty indeed, and as the livestream ends uncerimoniously, the screen freezes on it. Uncomfortable, Peter's gaze switches to Doctor Connors, who looks clammy and pale in comparison to the tired yet proud scientist from moments ago.

Peter glances between the two men, holding his breath.

Up on the screen flashes the words, _Thank you for watching Oscorp's livestream. Follow us on Twitter for future updates._ He does, of course, and wonders to himself why the hell he wasn't following Oscorp's twitter to begin with.

He gets the urge to run to Ben and tell him all about how the formula Peter helped with might _actually be working—_

But of course, there's no Ben to talk to anymore. Peter made sure of that. Grief floods him again, and he deals with it the only way he knows how; by channeling it into anger, slipping into his suit and taking to the skies.

A few more criminals get taken down that night, their pride in tatters along with their villainous plans.

The first time Spider-Man faces off against anyone who isn't a violent thug or petty criminal is two days later; he goes toe to claw with a seven-foot-tall lizard monster. Its mouth is lined with jagged, monstrous teeth and its roar almost sends Peter flying back off the rooftop they're clashing on.

Hopefully no one will connect Spider-Man's swift arrival on the scene with its proximity to Midtown High.

The Lizard is very nearly too much for Peter to handle and the fight only lasts as long as it does because Peter's new sixth sense teams up with his insane agility to let him dodge and weave around most of the Lizard's deadly swipes. They trade kicks and swipes, but the webs are Peter's saving grace. He leaves the monster wrapped up, literally, and takes off before anyone can arrive to corner him.

His body doesn't thank him for the strain he put it under. Super-powered or not, the morning after, his muscles scream with each movement. May watches him worriedly as he moves around the kitchen, collecting bits for breakfast.

"Did something happen at school yesterday, Pete?" she asks. "That boy who used to give you trouble. Flash. Is he still being a problem?"

Peter remembers the look of horror in the bully's eyes as Peter slammed him against a wall _._

"No, May," he says, and tries for a convincing smile. She doesn't return it. "I just— went too hard in Gym, that's all. Tired myself out on the uh— climbing ropes."

She raises a sceptical brow. "You went too hard in Gym? _You?_ My spindly little Pete?"

May hasn't been in the mood to tease him about anything in months, and the sound of her lilting voice makes Peter forget about his aching muscles completely.

"It's been making me feel better!" he says to defend himself. "The exercise, I— It distracts me."

May hums. "Maybe if I review our budget, we could find some spare cash for you to join an after school program."

"No! I—I mean, I'm good using the school gym. I won't waste your money."

"It's not a waste if it makes you happy, Pete." May tsks and tips the last drags of her coffee down the drain. She straightens her nurses uniform. "I might be late home tonight Pete. If I am, feel free to order some take out for yourself. We aren't that poor, you know."

She squeezes his hand and leaves to go to work. Peter remains in his place by the fridge for a few moment, staring into space. His eyes flicker in their sockets and he swallows the lump in his throat.

* * *

Spider-Man's second tangle with the monstrous Lizard doesn't end as well for him as the first one did. It's been a tense two weeks but eventually, they do meet again.

The Lizard attacks Peter's school, kidnaps Ned because he got in its way, and sends Peter on a wild goose chase across the city to rescue his friend.

Peter's recklessness does him no favours. He is angry, over-confident and teeming with strength. All of this makes him sloppy, and the Lizard soon wins out, leaving the wannabe-hero with one of his webshooters broken, scrambling for some sort of victory.

He doesn't get one.

The Lizard had chosen an abandoned factory in one of the city's more run-down parts. It takes advantage of its surroundings in ways Peter doesn't think to, and manages to set a shower of sparks flying that catch Peter's mask on fire.

_"Holy shit."_

Heart hammering, he pulls it from his head and bats out the beginning flames, looking for which way the creature went.

It's too late; the Lizard is already gone. He takes down an entire wall with him on his way, and Peter pulls a muscle in his haste to catch it before it crushes Ned.

The two friends stare at each other like the building around them isn't starting to collapse with increasing speed. The side of the building that Peter is holding up starts to strain on his muscles, but for the moment, he ignores it.

"Hey," he says.

Ned blinks at him and says, breathlessly, "Hey. You're uh— You're the Spider-Man. From YouTube."

"I mean, yeah." The words leave him in a rush, and it feels odd to say. He never planned to reveal himself to anyone. "So... This is— kind of heavy."

Snapped from his trance at that, Ned gasps and for seemingly the first time takes in the position they are in. The world is falling down around them, and Peter and Ned are having a moment. Ned starts painstakingly shifting the metal pinning him down, as Peter readjusts to lessen some of the strain.

"Be careful with that! Rebars are heavy," Peter says.

Ned stops what he is doing long enough to give Peter a very unimpressed look—that he deserves completely—before he frees himself, with a significant deal of effort. Peter flings the wall away (Ned watches it go flying, gape-mouthed) and hurriedly grapples for his mask; a crowd is in-coming.

"Think we've been found," he says, pulling it on and adjusting until the goggles are situated over his eyes. His pride has been left stinging, and that he was so easily unmasked makes him cringe.

"Fuck," Ned says softly.

"Your mom's here." Peter's throat constricts. "I'm gonna take off."

"Wha- Peter, _no!"_

 _"Spider-Man._ Careful, Ned."

"How can you tell my mom is— Do you have super hearing?"

Without answering, Peter shoots a web up at the roof closest by, and swings up, safely sequestering himself out of the way just as the authorities arrive, a frantic Mrs Leeds in tow.

"Ned!" she cries. "Ned, oh my lord."

She clasps her son to her chest and sobs. Ned hugs her back and looks up at the rooftop, pursing his lips. Peter watches from the shadows. He relaxes a bit, leans his elbows against his knees and lets go of some tension. Families reunited. _That's_ the point of this whole thing, he realises with a jolt.

This is his purpose.

Peter goes home to an empty apartment. Ben is dead and May is on the late shift at work again.

He slopes into the kitchen and snatches a jumbo bottle of water from the fridge, then stumbles the short distance to his bedroom. He only bumps into the doorframe once, and kicks the door shut behind him.

The wood splinters slightly under the force of uncontrolled strength.

* * *

Ned stares at Peter in class on Monday like it's the first time he's ever seen him. He insists on Peter going round to his house for dinner that night, and when Ned calls May, she leaps at the chance to have Peter spending time with his friend again, so there's no way he can wriggle out of it.

In the Leeds household for the first time since before Ben's murder, he greets Mrs Leeds with a weak smile and lets her pat him gently on the arm, even though she chooses the arm the Lizard was trying to rip off a couple of days ago. The wince is difficult to hold back. He thanks his lucky stars that all there is left of the fight is the soreness.

Ned's arms overflow with skittles and bottles of Doctor Pepper when he reappears from the kitchen.

"Lets go dude. We've got _a lot_ of ground to cover."

They go up to Ned's room, where his friend closes the door and goes rummaging through his top drawer. He pulls out a brown envelope and from it...

Peter looks at the small, black spider emblem Ned is trying to press into his hands.

"I got it on Etsy."

"On _Etsy?"_

 _"Hey,"_ Ned says defensively, "I can use Etsy! I go there to buy custom Lego pieces. You should stitch it to your suit, so people really get the whole spider thing."

He turns the spider over and over in his hands. Runs his thumb over the threads. It's kind of on the small side, in fact he's not even sure if it's big enough to properly show up, but that doesn't matter.

"Thanks, Ned."

He shrugs, and says, "This is the greatest thing that's ever happened to me. I'm one hundred percent in."

Peter doesn't find out just how much this is so until a week later, when an unfortunate turn of events leads to him and his best friend getting paired up with Flash for a project. That moment of humanity the bully showed him weeks ago didn't last. Peter doesn't know who of the three of them feels has been cut the worst deal. When they agree to meet at Ned's house to work on it, Peter gives it up to him.

But Ned doesn't seem as put out when Peter and Flash arrive on Saturday morning to get going. He almost seems excited, actually.

"Don't cream your pants, Leeds," Flash says, shouldering past he and Peter to get into the house first. "Nobody wants to see that."

Peter is about to say something equally derogatory in return, when Ned's hand on his arm stops him. The intensity of Ned's stare almost makes Peter jump.

"There's something I want to show you in my basement."

"Creepy statement of the century," Flash snorts, eyeing them warily.

He insists on following anyway. Peter and Ned roll their eyes at each other when he clarifies that it's because he doesn't want them "getting it on" while he sits upstairs like a lemon. Flash has been making unflattering insinuations about Peter and Ned's friendship since day one, so they pay him no mind.

Ned has set up a gaming PC in his basement. With both his mother and Flash there, he can't speak of its true purpose, but the way he keeps glancing at Peter, like he has a compulsive tick, makes it clear what it's for.

"I was shocked by the number of monitors, I have to say," Mrs Leeds tells them. "But Ned's birthday is coming up, and after that horrible business with the Lizard thing..."

Flash is predictably unimpressed and follows Mrs Leeds back upstairs pretty fast. Peter and Ned remain behind.

Under his breath, almost reverently, Ned says, "Like I said, I want to help you. This is how I'm gonna do that. I'll put a camera in your suit, like, next to the goggles, and be your second pair of eyes. Your guy in the chair. Call me Lord Web!"

"Ned, I—" Peter's throat feels suspiciously tight. "This is—"

"I know." Ned laughs sheepishly. "I know there's a lot of monitors. Mom seemed kind of concerned. But I mean, loads of people game with multiple monitors, and I've been talking about building my own PC for ages now."

"So she believed you?"

Flash's voice carries down the stairs. "I mean, no offense to _you,_ Mrs Leeds? But that set up is weaksauce. I have _ten_ monitors."

Mrs Leeds sounds unimpressed. "Is that so, Mr Thompson? If you insist." She seems to accept it, calling down into the basement, "Don't be long, you two!"

Her voice, and Flash's, get further and further away. Peter and Ned look at each other for a long moment.

"Did Flash just... help us?"

"Wait here," Ned says, getting up. "I need to check on whether the sky is burning."

* * *

Peter has been quietly spiralling, further downwards and downwards, ever since the Lizard first showed up. For all the hours he spends swinging around the city or intervening in robberies, nothing ever prepares him for the reminder that the Lizard is _out there_. He's so busy panicking, that Ned is the one to put them on the path to answers.

"The Lizard was first seen near the Oscorp building," he tells Peter one night on patrol. Peter paces thoughtfully back and forth across a rooftop as he listens. "So I looked into it some more, and guess what? Doctor Connors went missing later that night."

 _"He what?"_ Peter cries, and then jumps as whoever is trying to sleep in the building beneath his feet thumps angrily on the roof.

"You heard me. Martha Connors is threatening to file an official complaint against Oscorp for their involvement with the Lizard."

Peter feels a bit faint. "Doctor Connors is missing?"

"Yeah man." For the first time, Ned doesn't sound at all hyped to be tagging along. His voice is startlingly subdued. "Do you think he's alright?"

"I don't know. I— I mean, the Lizard—" Peter breaks off. He can't find the words to keep going.

A painful sort of feeling settles in his chest. For reasons he can't put his finger on, he thinks about Billy Connors. Tiny and bright-eyed, and blond like his dad. Gazing up at him with adoration. Bragging about his dad's research, even though he was definitely too young to understand any of it.

"Hey Ned?"

"Yeah, man?"

"Can you find Doctor Connors' address for me?"

Because Ned is the best, he does. It takes him some time though. For a couple of days, when Peter sends him questioning looks during class, all he gets is a glum shake of his head. Then on the third day, when Peter skids into their classroom with a minute to spare, Ned is looking at him with wide-eyed urgency, nearly vibrating in his seat.

 _"I got it,"_ he hisses once Peter sits down. "They live in the suburbs, half an hour from Oscorp tower by bus."

They call Martha Connors on Saturday, and visit her the day following.

"Be cool, Ned," Peter whispers on the walk up to the Connors' front door. "We're lucky she even agreed to see us."

 _"I'm_ not the one who's gonna let the side down here, Parker."

The rather sad bouqet of flowers Peter stopped to pick up for Martha is already drooping in his hands. It's made sadder by the fact that he could only afford four flowers total, and part of him wonders if he would have been better off not even bothering with gifts.

Then Martha Connors opens her front door with bandaging around one wrist and a despondant expression, and Peter is glad he brought the flowers. Even if it was only four of them, drooping over as he holds them out to her.

"Mrs Connors! I— These are for you. I'm really sorry about Doctor Connors."

"I'm Doctor Connors too, you know."

"Of course! I'm sorry, I didn't mean— I'm sorry."

She takes the flowers and regards the boys with a softer expression from there on out. She invites them inside and leads them into the living room-slash-kitchen area, offering a choice of drinks and snacks.

Ned starts in on his Fanta while Mrs Connors places the flowers in a jar by the window. Peter doesn't take any refreshment, just sits at the kitchen island taking in Doctor Connors' living space.

There's a pine bookshelf filled with scientific texts, some of which Peter has actually read himself. This makes him feel warmer inside, but that warmth goes cold fast when he looks at the photos on the mantel and sees Doctor Connors staring out at him, smiling.

Alive.

Ned starts them off when it becomes clear that Peter can't.

"We're super sorry about the Lizard attacking you, Mrs Connors. We wanted to come here because, uh..."

"I remember you both," Mrs Connors says softly. "You're the kids from Midtown. You were learning about Curt's research. You in particular," she adds, looking at Peter. "He was very impressed by you, young man."

Peter's ears burn, but he doesn't think now is the time to freak out.

"Mrs Connors, we just wanted to— Doctor Connors was one of my heroes. I wanted to pay my respects."

She suppresses a sudden sob at that and Peter's heart jumps.

"Oh, I'm sorry, boys," she says, "I've just been holding out hope that— I don't think Curt is dead." Peter and Ned exchange a wide-eyed look over Mrs Connors' shoulder. "On the night the Lizard attacked, it didn't seem as if he wanted us _dead_. I got hurt, but only in the panic, and Curt— He took him away. Abducted him."

Peter's eyes go bright. _"Abducted?_ Well— That's great! I mean— Not great, but—"

Ned is shaking his head back and forth behind Mrs Connors' back, but Peter can't stop his motor-mouth now it's started.

"I was scared he was _dead,_ so abducted is _way_ better, I mean at least this way there's a chance he can be rescued. Have— Have you heard of Spider-Man? He fought the Lizard already, I bet he can save your husband for you!"

This all comes out in one breathless eruption of word-vomit and unsurprisingly, Martha looks at him with a closed off expression.

Before she can reply, a small voice pipes up from the hallway, "Is Spider-Man really gonna save him?"

Peter freezes as Ned's eyes go wide. Martha sighs and puts her head down. Billy Connors is creeping into the living room, clutching a stuffed giraffe wearing a labcoat and goggles under his arm. He is staring up at Peter, wide-eyed and hopeful.

"Is he gonna save my daddy?"

Ned isn't much help; all he can do is stare at Billy, gape-mouthed. Peter's heart hurts so much to look at the child that he wants to look away. But he looks at the giraffe again, and the words spill out before he can stop himself.

"Totally! Spider-Man can save anyone."

Billy brightens but Mrs Connors' head snaps up. There's a firery look in her eyes that wasn't there before and Peter knows he's made a mistake.

Her voice shakes with restraint as she says, "Billy, why don't you go play with your chemistry set? I'll be down in a minute." To Peter and Ned, she adds, "I think you two need to leave."

"I'm so sorry Mrs Connors, I didn't— I didn't mean—"

"Billy has cried himself to sleep every night since Curt—" She breaks off and starts again. "Don't you go making false promises to him like that. Do you understand me?"

 _It's not a false promise,_ Peter thinks. _I'm going to save Doctor Connors._

His voice won't work though, and all he can do is swallow back the lump rising in his throat as he and Ned are escorted forcefully to the front door.

"Thank you for the well wishes and for the flowers, but please, do _not_ come back."

The front door is slammed in their faces. Peter and Ned stare at it, then at each other. Ned shrugs his shoulders, with a look in his eyes that says, "I told you _I_ wouldn't screw this up," and sets off down the garden path. Peter follows despondantly.

The bus ride back home seems to drag, but Peter can't stop thinking about the look on Billy Connors' face. The stuffed giraffe dressed up as a scientist. It was probably a gift from his dad. Peter still clings to the gifts he was given by Ben.

Back in their neighbourhood, he and Ned head for home. He's still upset over the way his meeting with Martha Connors ended. The only bright spot has been the perfectly good DVD player he spotted in the trash, and fished out for spare parts.

Ned looks at him for a long moment. "Don't be upset, Peter. Mrs Connors kind of overreacted, probably."

"She thinks the Lizard _kidnapped her husband,_ Ned. I'd be upset too, if someone barged in and started talking about _Spider-Man."_

Ned hums. "So how do you track down a giant lizard creature?"

"He has to have a lair," Peter says, ignoring Ned's small gasp of excitement. "And wherever it is, it has to be some place good enough to keep Doctor Connors alive while he's being held there."

"That takes a few possible locations off the list, I guess."

Peter appreciates Ned's efforts to not let himself get carried away by the thought of secret lairs, instead furrowing his brow and taking the issue into serious consideration.

"Where would a lizard naturally go?"

"A jungle?" Ned tries.

"How many jungles do we have lying around in New York?" Peter asks.

"What about Central Park? There's probably some hiding spots in there."

Peter blinks. That's not impossible, he thinks. In fact, it might just be likely. He adds it to his list of places to scout out.

"See you tomorrow, Ned."

Ned gives him the double thumbs up. "Let me know if you're heading out tonight."

* * *

Martha Connors' insistence that the Lizard abducted her husband for a reason bugs Peter. He just can't imagine what it would want with Doctor Connors. He runs more possibilities for a hide-out through his head, tapping the DVD player against his leg as he pushes open the door and dumps his keys in the bowl.

_"Hey May."_

Could the Lizard be bunkered down anywhere near the place where it made its first appearance? Peter makes a mental note to think of an excuse to be late home, and swing by to check after school the next day.

"Hey sweetie." May's voice is coming from the living room. She sounds excited about something, for the first time in forever. It makes Peter's ears prick up. "How was your day?"

"Fine. There's this crazy car parked out—"

Tony Stark.

On the— In his—

Tony Stark.

Sat next to his—

_What?_

Peter's heart starts jack-hammering instantly. Tony Stark is sat on his sofa, staring at him and _winking_. He keeps talking about a grant that Peter applied for, which is so far from the truth that Peter can only draw one conclusion.

And it makes his head start ringing.

He fumbles for his words, which have all fled him in the moment. "Uh— I don't—"

"What's going on with that? You're keeping secrets from me now?" May asks, with a look on her face that says she's rememering those nights when Peter came home late, bloodied and bruised.

He gapes for another half-second before his brain kicks back into gear.

"I— Well yeah, I just— I never thought my application would go anywhere, so I— I didn't want to get your hopes up as well as— as well as mine." The excuse feels weak, but May seems to swallow it.

"This boy," she says comiseratingly to Mr Stark, whose amusement ramps up at her tone. "He's so modest. Peter, you're more than good enough."

Peter laughs nervously. "Yeah, of course, I just— So what exactly does the grant entail?" He directs this at Mr Stark, who is watching him like a hawk.

He knows. There's no way this is about anything else. But perhaps Peter can save himself yet.

"That's what I'm here to hash out," Mr Stark says. "Can I have a word with him in private?"

Oh yeah. He definitely knows.

Peter feels like a cornered animal, watching Tony Stark swan around his bedroom looking for, presumably, his suit. His only relief is that he finally cleared away the broken webshooter from his clash with the Lizard, because boy, would that have been hard to explain away.

He tries his best. It's camera manipulation making Spider-Man's powers look more exaggerated than they really are. Spider-Man isn't Peter; _what, are you going around Queens accusing every guy you see of being the webslinger, Mr Stark?_

Peter fails to convince his uninvited guest that he has the wrong person. Mr Stark finds the suit, more quickly than Peter might like to admit. A fire ignites in Peter's chest when he mocks it, though, because that suit may not be worth multi-millions, but Peter, and _Ned,_ more importantly, poured their blood sweat and tears into that _thing_.

When Mr Stark asks him to go to Germany, he initially says no.

"Why not?"

"Because—" Of the Lizard, crawling around the streets of the city, with Doctor Connors' life at stake. Because Queens is Peter's territory, his turf to take care of. "I— Have homework."

Mr Stark rolls his eyes towards the ceiling. "I'm gonna pretend I didn't hear you say that."

Then he threatens to tell May, and _absolutely not_. Tony Stark or no, Peter won't be pushed around in his own home. Not over _this_.

So he webs his childhood idol to the door.

_"Don't tell May."_

Mr Stark stares at him for a long moment. Peter meets that stare evenly. He sees it, when something in Mr Stark's eyes changes. The man nods.

"Okay, Spider-Man."

**Notes for the Chapter:**

> Possible hot take? I think the writers intend Tony to be Uncle Ben for the MCU.
> 
> I can be found on tumblr @ the17thtearoom :)


	3. You've Got A Death Wish, Child (Four Cans Of Pesticide To Drink)

**Notes for the Chapter:**

> This chapter title comes from Daniel, You're Still A Child by my guy Declan McKenna.

So Peter Parker goes to Germany, and he stands beside the gods of his childhood, as Spider-Man.

He fights when asked to. He would even say he does a good job at it, and that soaring feeling which comes in to replace the oppresive darkness left behind by Ben's death is increased ten-fold when he's webbing up a giant of a man. Peter realises, at that airport in Germany, that he loves being Spider-Man. He realises that it feels fun.

He's not sure if anyone wins, but the voice in the back of his head that sounds like Ben tells him that it doesn't matter. Ordinary people lost.

Then there's the elephant in the room. The new suit.

He doesn't have it right at this moment, in his very nice hotel room, because Mr Stark came to borrow it back not long after the fight ended. The man wore a grim expression when he walked in, and ignored Peter's questions about whether Mr Rhodes was okay.

Instead, he snatched up the suit and said, "Just need to make a few adjustments here, kid. Shouldn't take too long."

Peter wonders whether these changes have been sparked by what happened to Mr Rhodes. He doesn't know much about that, but Mr Stark's despondancy is obvious. He never gets the chance to ask though.

By the time his suit is returned, Peter is asleep, the events of the day having caught up with him. A few hours later, he is on his way home. The plane ride is spent in silence and Peter gets the feeling that if he weren't there, Mr Stark and Mr Hogan would be talking about Mr Rhodes, but they want to keep Peter in the dark.

On the drive back to Queens, his phone rings, interrupting the video diary he's filming for Ned. But it's Ned doing the interrupting, so he doesn't complain.

"S—Sorry, Mr Stark, I'll just uh, take this."

Mr Stark makes some smart remark about how he's always happy to be interrupted by little children, but Peter doesn't pay close attention to it. He answers, not noticing now his stutter drops the moment Ned's voice reaches him.

"Hey man, what's going on?"

"Lizards like isolated places with plenty of water," Ned says without bothering to even say _hi_. "Peter, I think it went into the sewers."

Just like that, he's itching to get going.

Ending the call as quickly as he can, Peter thinks about getting Mr Stark in on the Lizard action, but he doesn't really have the chance to. They're pulling up outside his apartment and Peter is, he might admit later, unceremoniously thrown out of the car. This is after Peter makes the devestating blunder of trying to give Mr Stark a _hug, for God's sake, what's wrong with you Parker?_

May is all over him once he gets back in their apartment and it feels nice. For the first time since Ben died, he feels like he can be completely at ease with her again, and it seems like May senses that. They order Thai food for dinner and curl up on the sofa together to watch Kitchen Nightmares.

During a commercial break, May turns to him and plasters on a smile. "So how was the trip? I've been lonely here on my—Without you." She pats him on the arm and turns away to unnecessarily readjust the take-out cartons.

"It was good," Peter tells her, once he's unstuck his throat. "Mr Stark got into a fight with his old business partner, though."

May hums. "I hope they weren't carrying on in front of you."

"Oh, no. You know me, May. I can't stand conflict."

She ruffles his hair and then lets her hand linger in his curls, massaging his scalp. "Glad to see Mr Stark was looking out for you, baby."

When it hits eight o'clock, May has to leave. He watches her move around their apartment, gathering her things. Collecting her nurses uniform. She blows him a kiss as she heads out the front door.

Peter waits a couple of minutes after she's gone to leave himself. He pulls on his new suit, feels anticipation fill him, and takes to the night.

The suit is high tech, with digital webshooters rather than mechanical ones. This takes Peter quite a while to get used to, and a few swings straight into several walls tells him that they're also more sensitive than his own shooters were. In the heat of battle in Germany he managed just fine, because he had to, but back on the streets of Queens, where he knows his routes and hotspots better than the back of his own hand, the muscle memory he used to rely on does him no favours.

It takes him twenty minutes to get fully used to the new webshooters. Then he swings for the nearest manhole cover and ducks below ground. His search lasts until ten o'clock. When he hasn't found anything of use—no sign of either the Lizard or Doctor Connors—he has to cede defeat for the night. Sleep is beginning to tug insistently at his eyelids and he has a Maths quiz early in the morning.

"I checked out the sewers around Forest Hills last night," he tells Ned under his breath, as the class get out their equipment and prepare for the test. Ned doesn't reply. Frowning, Peter looks at him.

Ned is frowning back.

"Dude. You got taken to Germany by _Tony fucking Stark_ a couple of days ago, and you're sitting here telling me about stuff I already know?"

"What do you mean, you _already know?"_

The ringing silence that used to be filled by Ned's voice as they worked patrol together was noted the night previous. Peter missed having Ned's voice in his ear.

"I follow Twitter for spider updates," Ned says, like it should be obvious. "Someone saw you crawl out of a manhole. Nice way to spend the night," he added, a smirk in his tone.

Peter rolls his eyes, and takes the test paper from their teacher with a smile.

Once she is well past hearing distance, he says, "If that's how you're going to be about it, I guess you don't want to see the new suit."

Ned's arm grabs onto his with a strength that months ago might have hurt. Peter meets his deadly serious gaze with an innocent smile.

 _"Dude,_ never joke about something like that. I would _literally_ kill someone to see the suit with my own two eyes."

He's about to make a joke, when their teacher snaps, "Mr Parker, Mr Leeds, be quiet, or I will split you up!"

They do, ignoring the spiteful smirk cast back at them by Flash. The test gets underway, and thoughts of Peter's excursion to the sewers leaves his mind as he powers through it. He doesn't get the chance to bring the sewers up afterwards, because that's when Liz Allen corners him, with a smile that leaves him breathless and a warning that does even more so.

"I like you, Peter. You're the brightest member of the Decathlon team for sure, but..."

"But what?" His mouth feels a bit drier than it should be when Liz's smile dims.

"But you seem so distracted these last few months. I know, your Uncle Ben died," she rushes to add, "and I'm _so_ sorry about that, but the team are starting to get antsy. We want to know we can rely on you to be there."

"Totally," he says. "I'm there, one hundred percent. Just tell me when."

Some of the tension leaves her shoulders. Her smile brightens up again. "We have practice after school this Thursday. Think you can be there, hotshot?"

He meets her teasing grin with a dorky beam of his own.

"I'll see you then, Liz."

The time up until Thursday passes in much the same way as the days before. In between searching for the Lizard and going over his talk with Liz non-stop, Spider-Man saves a kid from a burning building, stops another two from being hit by a ten-wheeler after they ran out in its path, chasing a ball, and rescues a dog from a duck pond. Peter goes to class, does his homework, and when May is in bed, or on the nightshift at work, he slips on the suit and heads off towards the next sewer entrance on the list Ned drew up for him.

He starts planting sensors down there too. Ned calls them Spidey Sensors; a collaberative effort between the two friends that will send an alert to their phones if anything big enough to set them off passes by.

No results come of this until Thursday.

He's only been at the Decathlon meeting for five minutes when it happens. He has answered exactly one question ("During DNA profiling, DNA nucleotides hybridized with the probe can be detected through what?" _"Autoradiography!"_ ) and basked in the beam of Liz's smile, because nobody else knew the answer.

Moments later, as Cindy is um-ing and ah-ing over a different question, his phone goes off.

The same alert dings on Ned's phone and he turns Peter with wide-eyes, blurting, "Hey, everyone, what's the— _Look out the window!"_

Peter doesn't even hang around long enough to shoot his friend an exasperated look. He slings his bag over his shoulder and bolts for the door, ignoring the cries of shock and dismay from his team mates. He doesn't see Liz's defeated expression, nor Flash's mildly triumphant one as he turns to look at her with a told-you-so eyebrow raise.

He gets into gear and swings into action, towards the nearest sewer entrance. He follows the tracker for twenty minutes, eventually coming upon the sensor that was triggered, still emitting small, red blips of light.

Peter holds his breath, and listens.

He can't hear the signs of life he was hoping for, which makes a sick feeling arise in his stomach. Is Doctor Connors already dead? Did Peter kill him by giving in to Mr Stark and flying to Germany?

Relief and dread fill him up in equal measure when he rounds another corner, and finds the place the Lizard has made home. He takes in the bed of junk the Lizard has built for itself, and grimaces when he sees the scrawlings on the wall. They look like the ramblings of a madman, written in something that looks like blood. There is no sign of Doctor Connors anywhere.

The most prominent etching is the word _Oscorp_.

"Oh no," he breathes.

A scanner of some sort appears in his vision, on the heads up display of his mask. It seems to be analyzing the words on the wall, including several _Marthas_ and one _Billy,_ which have all been scratched out.

He pulls off the mask, gagging a bit as the smell of the sewer invades his nostrils. It's easier to concentrate without the technical display the mask produces. The sewer rings with silence. He misses when Ned was a voice in his ear.

_Ned._

He needs to tell Ned!

But before he can, his sixth sense starts to scream at him and he flips out of the way just as the Lizard crashes into its cavern, a horrifying snarl ripping from its maw.

"Spider-Man," it hisses, in monstrous voice. Then it looks at him, and the look in its eyes changes. _"Peter Parker."_

 _His mask! He left it off!_ Swearing, he jams it back over his head and tries to ignore the rapid-fire movement on the HUD as it tries to catch up with this latest development.

"What have you done with Doctor Connors?"

The monster chuckles. "Peter, Peter. I _am_ Doctor Connors."

 _No_. "You can't be! What about your son, Billy? _How could you do this to him?"_

That turns out to be the wrong thing to say. The Lizard snarls and lunges, and Peter barely dives out of the way in time. The cavern is almost destroyed by the time Peter escapes it, with the Lizard hot on his tail. Karen is yammering on in his head, and for once Peter feels himself being overwhelmed in-suit. The input is too much.

He's out of breath when he says, "I need to talk to Ned."

In his old suit, he already _would_ be talking to him. The new one doesn't respond, and he doesn't exect it to. Instead, he fumbles for the little pocket where he keeps his phone.

Ned's number is the first to appear onscreen.

"Peter? What's going on?"

"Oh, thank Thor. Ned, listen, the Lizard _is_ Doctor Connors!"

_"What? Oh my God—"_

"I think he's going to attack Oscorp next, so you need to get down there and warn them. It's not safe—"

Anything else Peter might have said is cut off when a powerful tail swings into him and sends him crashing against the wall of the sewer. His vision only whites out for a moment, but when it returns, the Lizard is gone.

* * *

_"Mrs Doctor Connors ma'am!"_

There's a stitch in Ned's side by the time he reaches Oscorp _—_ he ran all the way from the bus stop _—_ and his only saving grace is that he meets the woman as she stalks across the lobby, looking like she's trying very hard not to run.

Security stop him from following her, but something in the panic Ned must be showing softens Mrs Connors' resolve to ignore him. She nods to the guards, who let Ned go, and he scuttles after her as she heads for the lab she shares with her husband.

She doesn't wait for him to catch up, and is already hammering away at the keys of a control panel when he gets to her side.

He's panting, but manages to say, "Mrs Connors, I'm sorry, but the Lizard is _—_ He's _—_ "

"Curt." She doesn't look up from the screen and the light from it washes her skin out in a sickly pale green. "The Lizard is Curt."

Ned gapes. _"You already knew?"_

Martha cuts him a harried look. "Of course I did. I've been formulating a cure ever since he turned, but I couldn't say anything! How could I? He's my husband. Oscorp would kill him if they knew."

"You have a cure! We need to get it to Pe _—_ Spider-Man! He's fighting the Lizard now!"

"So you said." Martha is typing at the keyboard with blistering force, her eyes flickering all around the lab like she's worried her mutated husband is going to crash through a wall at any moment. "If you insist on staying, Mr Leeds, then watch Billy for me. I need to focus all my energy on getting this formula produced. We might not have long."

"Billy?"

The little boy is with her, Ned realises. He spies the head of blond hair, and the giraffe plushie wearing a lab coat, and feels his stomach drop. The thought of someone so small and defenseless getting wrapped up in this makes Ned go dizzy. He goes to Billy's side and the kid reaches out to take Ned's hand on instinct, sensing that he's gained a protector.

"I won't let anything happen to him, Doctor Martha."

"Thank you. I _—_ "

All the power in the lab goes out at once. Then the Lizard crashes in through the door.

* * *

The back-up generators kicked in not long after the Lizard destroyed the lab's main supply. A low, dim light is all Ned has to see by as he crouches, hidden beneath a desk with Billy pressed close to his side. The kid is trembling, but smart enough to not make a sound.

Ned wonders whether the generators managed to feed power to the machine Doctor Martha was using to produce the cure. He doesn't know where she is, or, for that matter, where the Lizard is. In the wake of the initial chaos, Martha sprinted in one direction, drawing the monster away from her son, and Ned went in the other, to hide Billy away.

Now all is silent bar the low hum of the back-up lights.

A little hand taps him on the arm. "Mommy said Daddy's the monster," Billy whispers. "What did she mean?"

Ned's throat feels sandpapery. "She uh _—_ meant that your dad had an accident in his lab. It made him change. He didn't mean for it to happen."

"But... Isn't Spider-Man going to save him? Your friend said he would."

"I hope so."

Surely Peter's on his way. Maybe he's even bringing Iron Man with him! But the thought doesn't buoy Ned's spirits as it might have done even one hour ago. They're being hunted. If the Lizard catches them, it's game over.

Ned takes a slow, quiet breath. "Yeah. Spider-Man's gonna save us, Billy."

"What about my Mommy? Where'd she go? I haven't seen her. Will Spider-Man save her too?"

He suddenly feels like saying Billy is putting too much pressure on Peter's shoulders. The weight of the term superhero feels heavier than it ever has before. Ned, with his one charge, feels overwhelmed. He doesn't like to imagine how hard it must be for Peter to know what depends upon him.

"Ned? What about my ** _—_** "

_"Shh."_

That was movement he heard, wasn't it? From the other side of the lab? Claws against tile. The Lizard has come back. He can't hear the sounds of rubber soles against tile that would tell him whether Martha Connors is still alive. Ned shifts until he's certain that Billy is fully concealed behind him.

The Lizard is getting closer. Beakers smash. Papers go floating to the floor. He's looking for something. But what? Ned looks at the computer Doctor Martha was using to produce the cure. The screen is still off, but it seems like power from the generator is pumping into it.

Ned stops breathing as the thudding footsteps get closer and closer, then feels faint when they appear in his line of vision. The Lizard is passing right in front of him and Billy. Then he stops dead. Ned can hear him sniffing the air.

Shit.

Ned stares down the Lizard. He looks into those terrible, yellow eyes—those inhuman eyes, with mere hints of the man behind them ** _—_** and tries not to start crying when a tooth-filled grin stretches the Lizard's maw wide open. Saliva drops from the fangs and it smells of death. Ned closes his eyes, presses Billy further away from the monster. A single tear slides down his face when he feels hot breath against his cheek.

_"Hey, Dino-Crisis! Up here!"_

Before Ned can so much as gasp, a web thwips down from the ceiling and obscures the Lizard's vision. It roars, stumbling backwards, its claws tearing at the webbing as Spider-Man drops to the floor. He stands firmly in front of Ned and Billy, crossing his arms.

"Spider-Man," Billy whispers, peeking over Ned's shoulder.

The hero's head twitches slightly at that, like he's resisting the urge to turn to them. Instead, he focuses on the Lizard, webbing its alligator's jaw shut before it can roar again. He takes a defensive stance.

"I've just been speaking to your wife, sir, and let me tell you, she ain't happy. I think you'll be sleeping in the reptile house for the next couple weeks."

Martha's alive. And Peter spoke to her! She must have told him about the cure she's whipping up, because his next move is to coax the Lizard away from the computer—and away from Billy and Ned.

Peter antagonises the Lizard purposefully, with stupid quips and irritating little jabs that work him into a frenzy of temper. When Peter breaks for the hole in the wall created by the Lizard, the monster is quick to follow.

"He's bought us some time."

It's Mrs Connors, emerging from the darkest recess of the lab. She looks ruffled but focused and unhurt, marching back to her computer on shaky legs and getting straight back to work. Billy, still clutching his giraffe, drags Ned out from under the desk and towards her.

"Mommy?"

"Everything's going to be okay, sweetie. We're fixing it. Fixing Daddy."

"Peter was right," Ned says.

Martha, waiting for the cure's information to reload, glances at him. "Huh?"

"Spider-Man can save anyone."

Billy gives a tiny, subdued cheer, and Ned could burst, he feels so proud. _That's my friend,_ he thinks, remembering how Peter faced down the Lizard fearlessly. _That's my friend,_ he thinks again, eyes going wide, remembering how Peter led the Lizard from the lab, out into the night.

"How soon will this cure be ready, Mrs Connors?" he asks, panic leaking into his tone.

"The process was interrupted when the power went out. It'll have to start again," she says, glancing at him. "Spider-Man said he was leading Curt up to the roof of Oscorp. He's buying us the time we need."

* * *

Peter does, but it's not easy.

Up on the roof, he gets a very real sense of vertigo even though his unique grip makes it unlikely that he will fall. He's less fighting the Lizard and more trying to outlast him, because those powerful claws, those saber-like teeth and that skin of his, like full on _armour,_ make the Lizard a formidable foe. The superpowered kicks and punches of Spider-Man seem only to knock him back, and his webs hold him, but not for long.

Peter is getting beyond desperate. The Lizard has ripped through the fourth web prison encasing him and charges in Peter's direction, roaring. A crowd is gathered on the ground far below, and he's pretty sure he can see at least one TV crew.

Failing in front of so many people wouldn't be ideal.

Peter shoots more webbing, blinding the Lizard once again, and wonders where the hell the cure is. Martha said it was on its way, didn't she?

With little other option, Peter starts to talk.

"Hey, Dino-Man, can't we talk this out?" He ducks beneath a tail swipe and keeps going. "I mean ** _—_** This isn't how I planned to spend my night, and I bet you have better things to be doing too, right?"

The Lizard hisses, _"Silence."_

"Silence? Nah, not my style! Doctor Connors liked it when I talked. Is—Is he still in there?"

There's no sign of the man in those bloodshot, yellow eyes, but Peter is out of ideas and talking the monster down becomes the only hope he can cling to; beating him physically is _not_ going to happen.

"Remember when I helped you to fix that formula? Well I didn't mean for this to happen! I'm sorry about that."

The Lizard doesn't respond beyond a swipe with his claws that Peter has to backflip to dodge. They continue in this way for what feels like forever, but in reality is something more like a minute.

_"Spider-Man!"_

Peter looks down. Martha Connors stands as close to the roof as she can safely get, stretching an arm out towards him. In her hand is a thick needle containing a formula. The cure. She's straining to hold it up and looking at the Lizard with a pained expression.

The Lizard is staring back at her, for some reason not moving.

Peter swings down to snatch up the cure and shoots out a quick, _"Thanks!"_ before realigning himself.

Martha looks reluctant to leave them but vanishes back inside as soon as Peter has the cure in his hands. The Lizard realises this as well, a snarl curling his maw. He leaps for Peter, who barely dodges in time. There's a renewed viciousness there now.

"Doctor Connors, _please!_ This serum will help you, just let me—"

A tail crashing into his stomach cuts Peter off and sends him flying through the air. He's caught in a set of claws and strains against them, even as the Lizard grins eerily down at him.

"Shit—Fuck— _Lizard!_ Please, listen to me! You have to stop, you're hurting Martha, your wife!" With the Lizard so focused on Peter's face, he doesn't notice the needle inching its way closer and closer to the weaker-looking flesh on the underside of his own scaled hand. Peter just needs to keep him distracted. "Or what about your son, Billy? He deserves better than this!"

The needle pierces the skin. At the same time, the Lizard shrieks and roars. Peter isn't sure what set him off; the needle or Billy, but the next thing Peter knows he's flying through the air, arms flailing—

He catches himself on a web, dangling from the side of the Oscorp building. The people below are crying out to him, but Peter can't make out what they're saying.

 _"Doctor Connors,_ listen to me!" Peter says, calling up to the monster looming over him. "Remember Billy! And his—That little scientist giraffe he carries everywhere? He brought it with him here, tonight, because it reminds him of you— _his dad!"_

The cure has to be pumping through his system. Martha said it was designed to act fast. But Peter can't hang on in this position forever and the Lizard looms so very well that Peter can't fool himself into thinking he plans to go anywhere soon.

It's going to take Doctor Connors to save him now. So Peter forgets about the Lizard and starts talking to Curt.

"You know how you know who I am, sir? Well I actually got my powers on the same day I met you! Funny, huh? Osco—Oscorp has a lot to answer for, don't they? Because I know they were the ones who pushed for human trials. I bet you tested the formula on yourself because you didn't want them using it on anyone else. Or I can guess. Are you still in there?"

In the duration of his ramble, Peter watches the Lizard's eyes carefully. The bloodshot nature of them begins to calm, and the intense, frightening yellow colour begins to pale. The hulking size is shrinking, he thinks. Doctor Connors is still in there, and he's listening. He's coming back to them.

"You'd do anything to help people, wouldn't you, Doctor Connors?"

_"Yes..."_

The word comes out in a low hiss, but it makes Peter's hammering heart soar. He's still dangling from his webs, which are beginning to strain a bit too much, but finally, he feels safe.

"Y'know, I spoke to your son. To Billy. I promised—Promised him I'd get his dad back nice and safe."

The tough, reptilian skin is falling away. The eyes in the skull look human. The once-towering monster is about the size of a normal adult male. Peter's sides are throbbing with pain but he daren't make a move just yet.

"He's waiting for you. And Martha is too. They're just—Just inside. Doctor Connors, sir, please..."

_"Peter Parker."_

It's not the reptilian snarl from earlier that night. He hears Doctor Connors' voice. He starts to see him too. Blond hair, tired, blue eyes. Pale skin, clammy with either fever or sweat.

Soon, Doctor Connors stares down at Spider-Man, hanging by threads from the top of the Oscorp building. The first thing he does is reach out towards him, offering a hand. Peter takes it, only to find with horror that the arm crumbles beneath his touch. _His super-strength touch. Shit—_

Doctor Connors cries out and reaches with the other hand instead.

This one, Peter latches onto just fine. With a heave, he is pulled to safety, and they slump to the balcony space together.

"Thank—Thank you," he pants. No reply comes.

Peter understands what happened. When Doctor Connors first reached out to help him, the _regrown_ arm crumbled away to nothing. Now he stares at the stump, his grief undisguised. Peter, struggling to regain his breath, can only watch, wondering whether Doctor Connors is fully himself again. He _was_ the Lizard... but then he stopped Peter from falling.

He's about to call for the cops' attention, when his eye catches on the small figure watching by the window. Peter shuts his mouth.

Billy Connors.

Wide-eyed, terrified, as he watches Spider-Man loom over the defeated form of his father. The transformation back from lizard monster to man is complete. Peter looks between the Connors. Billy doesn't deserve this. To lose a father is a very painful thing.

He should probably call the police over.

He doesn't. Peter steps back and holds out a hand to Doctor Connors. The man eyes him, then takes it warily with his remaining hand. Even the action of being pulled to his feet leaves him breathless.

"Why—Why—"

"Your son is watching," Peter says, simply. "You need to go to him."

Doctor Connors stumbles to his son's side and throws his good arm around him. He turns to Martha and buries his face in her hair as her arms go around him. But their family remains whole. Which is more than can be said for Peter's. He makes himself scarce before anyone can call out to him.

On the way home, as he swings, victorious, over Queens, his suit starts... _ringing_.

Mr Stark is calling, and the line goes through without Peter's say-so.

"I didn't think I was gonna have to be making a call like this so soon into our acquaintanceship. What's going on, Parker?"

"Uh..." Mr Stark sounds like he _knows_ what's going on. Peter has to be careful what he says. "I'm just finishing up something. Some business, that uh, got started before I met you."

"Really? 'Cause according to FRIDAY, my multi-million dollar suit spent the last few nights in the sewers of New York. What sort of business could you have down there?"

"A friend of mine was kidnapped," he says softly. He alights atop one building then leaps to another in a single bound.

Silence, for a few seconds, on Mr Stark's end. "Really? Does that friend have anything to do with Oscorp scientist Doctor Curtis Connors?" Peter doesn't answer. He's minutes from home now. If he's fast, he'll beat May in getting there. "Spider-Man's all over the news right now, kid. Apparently he just butted heads with a giant lizard monster, and my personal sources tell me the lab of Doctor Connors was involved in some sort of bust-up that's being kept quiet."

"They're covering it up?" Peter says, more to himself than to Mr Stark.

He supposes that's a good thing. No one outside a handful of people know who the Lizard really was. The fewer public connections to Doctor Connors, the better. Their family can heal. Billy gets to keep his dad.

"A lot of people cover shit up, Parker. What did you think you were doing, going after a mutant like that?"

Peter has to protest at that. "Because it's my job! I've been working on this for _weeks."_

"Anything Spider-Man does is my business too, Parker." Silence. Then, a very heavy sigh. Peter, on the roof of his building, is checking that no one is in sight before he climbs carefully down to his window and slips inside. "I'm sending Happy over tomorrow, kid. There's something else I should have done with the suit before handing it over to you. You'll have it back Saturday. No Spider-Manning in that eyesore onesie in the mean-time, you hear?"

"Fine. Mr Stark—"

He's already gone. The line dropped.

Peter takes off the Spider-Man suit and changes into a pair of threadbare tracksuit bottoms. He throws on a t-shirt, then sits down heavily on his bed, feeling the hits he took that night pulsing under his skin. The cuts are already mostly healed, and the bruises will be gone by morning. He's going to be sore, but he knows it will be the sort of sore to be proud of.

He holds the mask in his hands and looks down at it, then at the pale skin of his wrists. Unblemished. There is no outward sign that he is Spider-Man; the new webshooters don't leave behind impressions on him like his old ones did.

**Notes for the Chapter:**

> Stark will enter stage left (pursued by bear) properly soon! I promise!


	4. The Man That You Trust, Worth Dust ('Cause He Left Without A Word)

**Notes for the Chapter:**

> This chapter title comes from Eventually, Darling by... you already know who.

The suit is picked up and dropped off without any interaction between Peter and Mr Stark whatsoever. Happy doesn't stick around long enough to chat both times, but Peter doesn't mind. He's still riding high off the end to the Lizard's reign, with the Connors family safe and whole. Spider-Man's first big victory.

He inspects the Spider-Man suit, looking for changes, but can't find any on the outside. The change is on the inside, as he finds out when he gets ready for patrol that night. He slips the mask on over his head, adjusts it a little—

"Hello Peter."

 _"Bargh!"_ He stumbles backwards against his bed. His reflexes keep him on his feet, but his heart is hammering. _"Who's there?"_

"I am an AI created by Tony Stark, and designed to work alongside Spider-Man," comes the prompt reply. The voice is pleasant; an American female one.

"Mr Stark made me an AI?" Peter says, his throat going a bit dry. Warmth blossoms in his chest. "I— _Wow."_

"It's nice to meet you, Spider-Man."

"Peter. My—My name's Peter. What's yours?"

The suit lady doesn't have one, so Peter christens her Karen and takes off into the night, still a bit lightheaded over this newest gift from Mr Stark. The night air clears his mind and sharpens his vision, and soon he is breathing properly again.

As he goes on one of his favourite patrol routes, he quizzes Karen.

"So why did Mr Stark decide to turn you on now?"

"I believe he was alarmed by your fight with the supervillain named the Lizard," she says, "and decided that you need to be watched more closely. He took your suit back to unlock the Baby Monitor Protocol."

Indignance fires through him like a wall of heat in summer. That, and a little embarrassment. It's _embarrassing_ to be talked to—talked _about—_ like a precocious five year old, and he thinks that maybe Mr Stark didn't really listen on the day they met. Maybe Peter's sincerity when he explained his motives failed to show through. Maybe Mr Stark thinks Peter fancies himself a wannabe hero.

Either way, he thinks, Mr Stark doesn't understand Peter. If he wants that to change, he's going to have to prove himself capable. To prove that he takes this job seriously. He looks down, at the emptying street directly below him.

"Uh, are you programmed to pick up on crime happening in the area?"

"Of course, Peter. But I should remind you that it is currently nine pm, and—"

"Then chart a course, Karen! We've got a long night ahead of us. Don't you know all the good crime starts after midnight?"

* * *

In the few months following Peter's return from Germany and his defeat of the Lizard, he has to say that he's heard from Mr Stark a lot less than he had expected to. This was in the sense that total radio silence fell between them. Their intermidiary, Happy Hogan, was about as communicative.

Despite this, and buoyed by his victory in saving Doctor Connors, Peter spent those months happily halting robberies, fishing stray children out of duck ponds, and being Queens' favourite vigilante.

Liz asks him again whether he's sure he can handle being on the AcaDec team. This time, Peter hestitates, but ultimately insists that he can, _don't worry, Liz!_

"I can handle it," he mutters to himself as he watches her walk away. "I can balance it all out. You've got this, Pete."

But then he gets tangled up in a robbery a bit above his pay-grade. Alien weaponry in the hands of petty theives? It's more likely than Peter thought.

"It's something an Avenger should be left to handle, Peter. Not you."

"Do you see any Avengers hanging around, Karen? Besides, I'm just going to check it out."

Delmar's goes up in flames, but Peter saves him (even the cat!), and Karen's nagging is almost easy to ignore.

"You quip too much during battle, Peter. It distracts you from your responsibilities as Spider-Man."

 _"No,_ it distracts the guys I'm fighting," he says, swinging home with a spring in his step. "Take a chill pill, Karen."

"I have no mouth—"

"And cannot scream?" He waits with a stupid smile for her to process this.

In the end, she simply says, "I do not understand that reference, Peter."

He sighs, and swings off into the night. He's been doing this a lot more lately; staying out for as long as possible, searching out any crime he can find. Prove yourself capable, Pete, he says to himself as he webs up a mugger. The name _Baby Monitor Protocol_ continues to take stabs at his pride. He misses more decathlon practices than he means to, and knows that his team mates are beginning to quietly dislike him.

The thought makes his stomach clench, but he shoves the feeling aside. When a party comes up, Peter feels like his invite is given begrudgingly, but Ned is so excited for the chance to be cool that he can't say no.

He brings the suit just in case—crime never sleeps, after all—and it pays off. He and Ned are just done talking to Michelle when Flash makes himself known.

Since the day months ago when Peter shoves Flash up against the lockers at Midtown, their emnity took on a truce-like nature, but the old Flash Thompson has come out more and more since Peter began missing decathlon meets.

When he gets Peter in his sights, therefore, his eyes narrow to malicious slits, and he takes to the DJ's booth.

"Oh shit," Peter mutters, watching him gear up to make a scene. "Ned, I think I'm gonna slip out—"

_"Ay-o, all my AcaDec fellas! When I say Penis you say Parker!"_

"I'm leaving."

"Penis—"

_"Parker!"_

"Penis—"

_"Parker!"_

Outside, the cool night air washes over him. He enjoys the peace. For a minute, he feels like he's properly breathing for the first time since _before Ben_.

He understands why ancient people used to think that their loved ones went up to the starts when they died, because he feels like Ben is at his side in this moment. He would hear Flash's chanting and roll his eyes at Peter in an exaggerated manner, jerking his thumb back towards the house and saying, "You think he's compensating for something?"

It would have made Peter laugh. As it is, guilt just swirls in deeper. His classmates are only laughing to begin with because Peter keeps failing them. He's brought Flash's ire on himself.

The criminals he ends up chasing down five minutes later lessen the pain. Peter needs to fight them. There has to be _someone_ he isn't failing.

"Karen, can you call Ned for me? I need his help!"

"These men are armed with alien weaponry, Peter. I am patching you through to Tony Stark."

He dodges another swipe just in time and takes off running. _"Agh_ —Don't patch me through to Mr Stark, patch me through to Ned! _Ned!"_

"Peter, I don't think—"

 _"I don't care what you think!_ I need to speak to Ned, _now!"_

Karen goes silent, then seconds later, his friend's voice fills his ears.

"Peter? Where'd you go? Did Flash scare you off because he made everyone call you Penis?"

"Wha— _No, Ned!_ Something's happening! I need my guy in the chair!"

"Oh _fuck._ Well I can't patch through to your new suit, Peter! It won't let me!"

_"What?"_

A second too late, his sixth sense screams at him, then Peter is yanked from the ground and pulled upwards, into the sky.

Higher and higher they rise, but Peter doesn't even notice, his attention zeroed in on this strange winged man who is trying to scare Peter off. Good luck with that, he thinks sardonically, and gathers his bearings to get in a few licks that send them both swerving back towards Earth.

The whole time, Karen is going crazy in Peter's ears.

_"Peter, stop this, you are not capable of fighting this man. Peter, I will act against you if you do not desist now."_

He drowns her out and continues to struggle, as still they go higher, because he's _winning_. He can feel it in his bones, and hear it in the muffled curses of the man with the wings. If Peter can only direct their fall towards Earth, he will have won.

The air around him is freezing cold now and to look down would take his breath away. He punches out. The vulture man fumbles, loses control—

And that's when it happens.

Karen says, _"Maximum height exceeded. Deploying emergency parachute."_

He doesn't even have the time to cry, _"What parachute?"_ before he is ripped from the vulture man's talons and gravity drags him back down to Earth, the wind punches from his lungs by the force.

The next thing he knows, water surrounds him on all sides, the vulture man has got away, and Peter is tangled up in the strings of a parachute— _how the hell did it even fit into his suit?—_ unable to escape. The fabric drags him down, down, further into the icy depths, and Peter panics for the first time since the vulture man showed up.

Peter is drowning.

Panic turns his insides to ice. He struggles against the parachute, ripping it apart easily. But it's still wrapped around him, tangling up in his legs, no matter how much of it he rips to ribbons.

_He's drowning._

Iron Man saves him.

And then lectures him for going after the man at all. But what else was he supposed to do? _Nothing?_ Let them carry on with their evil deeds because there were more of them?

That's not what Spider-Man is about. He tells Mr Stark this much, sat atop the jungle gym and appreciating the sudden shower of warmth that comes with the in-built heater which he also didn't know about.

"I get that, Spidey," Mr Stark says, sounding like he's trying not to sound weary. "I get it, but look, kid, you've gotta be more careful. Y'know, stay in your lane, all that crap."

"I—I'm trying to, Mr Stark, but if I see something happening that's—that's _out of my lane_ , and no one else is helping, I need to—"

"You need to listen to me," he says, cutting across Peter sharply. _"Stay in your lane,_ Spider-Man."

He's not even there in person. The suit that saved him is empty. In any other circumstance, he might be able to laugh at that, or at the very least rhapsodise over how cool it is that the Iron Man suit operates so well it can do things like fish people out of lakes, but in the moment, considering the night he's had, it stings a bit.

Only a bit though.

It still stings only a bit when he and Ned study the alien weapon, and when the AcaDec tournament finally comes upon them. Liz asks Peter if he'll be there, and he promises that he will. This is the first of many mistakes. Or only another in a long string of them.

On the night before, Peter and Ned follow the tracker from their hotel room. They see it's not so far away, in Maryland.

"Woah," Ned breathes, then cuts Peter a sharp look. "So are you going after it? You should. You _have_ to!"

"Wh— _I can't!_ Mr Stark put these settings in the suit that'll tell him if I do things I'm not supposed to."

"So use your old one," he says, like it's obvious. "You still have it, right?"

"I mean, yeah, but not _with_ me..." The _onesie_ is gathering dust in his Queens apartment. Then all of a sudden, his indignation rises; that he even has to deliberate like this makes his skin itch. He took on the Lizard and won! No _Baby Monitor_ required. "I'm sick of being treated like a child!"

Ned stares at Peter bouncing on the bed, until he catches on to what he's doing and comes to an abrupt halt, flushing red in the face.

"Ignore that."

"Look, Peter, you're right that you aren't a normal kid. You've seen and done things most people never will. But you _are_ still a kid." Ned's face twists. "Can you really blame Mr Stark for not seeing that?"

Peter deflates. "How _can_ he see that when he's left me high and dry like this? If I don't prove that I'm worth paying attention to, he'll _never_ get it."

For an Iron Man fanboy, Ned doesn't respond like one. "Peter," he says softly, "you're _so_ worth paying attention to. If Mr Stark can't see that, it's his loss."

He holds the mask out to Ned, who takes it in uncertain hands. "I don't think I like not knowing what else Mr Stark put inside this suit, Ned. I need to know what Spider-Man can do now."

At this admission, Ned sighs and gives Peter a very flat look. "You know that _Peter Parker_ is Spider-Man, not the suit, right?"

Offended, he Peter squawks, "Of course! I just—Look, Mr Stark put Karen inside my suit, alright? She keeps an eye on me. If I went _slightly_ outside of New York in the suit, she'd alert Mr Stark."

"So, I think it's pretty obvious what we have to do." Ned claps his hands down on Peter's shoulders, and says, "We're gonna have to kill Karen."

He feels guilty over letting Ned essentially lobotomize the AI, but Peter can't deny that his job feels a lot easier when he doesn't have a voice in his ear that's nagging him over how he operates. He can finally _breathe_ again.

Peter goes to take on the Vulture, but this time the man is out to kill. Peter makes it out with his life, just. He's knocked unconscious and left to rot.

* * *

By the time he comes to, it's all gone to shit.

The AcaDec team lost— _The question was about detecting hybridized nucleotides in dna profiling_ , Ned said via a shortly worded text. _Flash answered wrong—_ and Peter had been stuffed into a dumpster at some point after the Vulture creamed him in the head.

 _i'm sorry man,_ he texts back, _I got knocked out. Walking back._

 _We're going to the monument anyway, as consolation prize,_ Ned replies. _You okay???_

_i'm off the team, aren't i_

Ned's lack of reply tells him all he has to know. With his heart in his stomach, Peter begins the long march back to base. So much for balancing everything.

So much for not failing people. Because as soon as it seems as if he might be able to turn things around, saving his classmates from the explosion, the Staten Island Ferry happens.

Peter starts to implode.

Mr Stark's eyes resemble chips when they finally come face to face for the first time since Germany.

"If you're nothing without the suit," he says, "then _why the hell_ did I give it to you in the first place?"

And he's right. Why the hell _did_ he give it to him?

Things have only got worse by the time he drags himself, miserable and defeated, into his apartment hours later. May fumes at him, worried out of her mind as she was those first few months after the birth of Spider-Man. But there's something on TV that he's more concerned with.

It's a news show; the Daily Bugle Live, and they're talking about the ferry. Peter feels bile rise in his throat, but he's rooted to the spot, watching.

"Peter, take a shower, you stink," May mutters, smoothing a hand up and down his back nonetheless. He doesn't move.

The guy on the news, some J. Jonah Jameson, is ranting on and on _and on_ about Spider-Man, and then a picture flashes up on screen that Peter hadn't expected to see.

It's Doctor Connors.

"Did you know this crackpot was the one who turned himself into a _goddamn reptile?"_ Jameson crows. Peter closes his eyes against the continual rush of horror. "This is the guy Spider- _Menace_ let go! After he terrorized our streets, Spider-Man let him go! But he's no danger to society anymore, folks. Oscorp terminated their contract with him last week. He's out on his ass."

_"What?"_

Peter didn't mean to cry out like that, but if he had any thoughts that the day couldn't get worse, it just has.

"Doctor Connors lost his job?"

May is still massaging his back, and tuts, "I'm not sure I'm on board with this Jameson guy, Pete. So Connors lost his job. Does he have to celebrate it?"

Peter stumbles for the bathroom, legless. His head is full of static, and his vision is beginning to fuzz. May rips her attention from the TV to refocus it on Peter, crying out for him to tell her what's wrong.

Clinging to the bathroom doorframe, he says, "It was my fault Ben died," and falls inside, slamming the door shut behind him.

* * *

He must have terrified May; she lets him sleep in the next day without a hint of complaint. He still doesn't. He lies awake in bed, staring up at the ceiling. Grief and shock keep him weighted down, and it's not like there's anywhere for him to go anyway. There's no one who needs him.

The first day post-Spider-Man passes in an unaware haze. May checks in on him every hour or so, looking increasingly drawn each time. At one point she threatens to march on down to Stark Industries, to give a piece of her mind to whoever it was that traumatised Peter this badly. But she doesn't want to leave him alone.

The longer he lays there, the more he thinks about Ben, and the total, abject failure on Peter's part that led to this point. The blood on his hands that would never wash out, and how he almost increased his bodycount from one to a hundred and one yesterday.

Why the hell _did_ Mr Stark give him the suit? What a great question. For the life of him, Peter can't figure it out now. Maybe he was just out of options, desperate enough for back up in the fight against Captain America that he didn't stop to think about who he was recuiting, and whether or not they could be trusted. Then, once the war was over it would have been too great a dick move to take the suit back. So Peter got to keep it, and Mr Stark wasn't around for long enough to realise what a mistake he made.

Attempts to get back in touch with the Connors family fail. When he sends Ned on a mission of reconnaissance, he grimly reports back that the family home has been sold. The Connors have left New York.

More lives ruined by his pitiful attempt to be a hero. Peter loathes the day he ever put on the suit.

Eventually, May comes along again to drag him out of his self-imposed funk.

"There'll be other opportunities, Pete," she tells him bracingly, loading a ton of Thai food onto his plate from the take out she splurged her money on. "Who needs Stark Industries, eh? If you weren't good enough on your own, they never would have taken you on in the first place. You don't need them to do great things. The cure for cancer will come with a Parker trademark, or I'll eat my hat."

She gives him a big smile and runs her fingers soothingly through his hair. He relishes the contact, and makes an effort to let go of some of his misery. Ben was always sad to see him sad.

With that in mind, he tries. He works hard in classes and steels himself against the collective cold shoulder being given to him by his ex-AcaDec members. Liz is kinder than the rest, which is mind-blowing, when she's _the captain_.

It's amazing that Liz even gives him the time of day, but Peter thinks Ned might have been buttering her up since the AcaDec loss. When Peter works up the nerve to approach her, to apologise properly, the look she gives him is one of sympathy rather than hatred. (That, and Ned is stood behind her, winking exageratedly and giving him repeated double thumbs up.) She even agrees to go with him to Homecoming.

Amazingly.

Everything that happens in the run-up to the big night goes well too. Also amazingly. When May helps him slip into one of Ben's old suits, he doesn't think about Spider-Man even once.

He ties his tie, and May smooths the lapels, picking imaginary lint from the shoulders with suspiciously misty eyes.

"Ben would have been proud," she whispers, cupping Peter's face.

A warm, golden feeling fills Peter's chest. Looking into May's eyes, he believes her for the first time.

Then, because something can always go wrong, it does.

Liz's dad is the guy with the wings. The Vulture. It doesn't take him long to figure out who Peter used to be. It takes him even less time to usher his daughter out of the car with an expression of love, then reach into his glove compartment for a handgun, which he points squarely into Peter's face. His own face is blank.

He warns Peter not to let Spider-Man get involved.

"Spider-Man doesn't split up families," Peter mumbles, though his lips feel numb.

Mr Toomes smiles quite genuinely at that. It's no less terrifying. "What a _hero's statement_. Good, kid. You keep your head down. Look the other way, just for tonight. Spider-Man will never have to worry about the Vulture again."

Peter fumbles for the door release and gets out of the car. He watches it drive away and realises that at some point, he began to tremble. The lump in his throat is impossible to ignore. Slowly, he shakes his head.

"No," he says, "no, I looked the other way once before."

Liz is waiting for him. Peter grits his teeth. Apologises to her in his head, and hopes for the chance to do so again in person come the end of the night. He owes apologies he will never be able to give. He doesn't want to add Liz to the list.

_"My little girl needs me to win."_

Her dad brings the roof down on top of Peter, and the muddled pieces of his misaligned sixth sense only click back into place as the rubble comes down around him. He almost makes it out.

When he fails, it's down to no one but him to save himself. _Ben would be proud,_ he thinks. _May is waiting for you at home._ And with a great heave, Peter begins to lift the rubble.

* * *

The Iron Spider.

It's a suit made for an Avenger.

At first, Peter is too dazed to understand that Mr Stark means for him to have it. He thinks it must be someone else. That someone else was bitten and Mr Stark sought them out, or that he just decided to get himself a second Spider-Person via other means.

Staring at Mr Stark, the truth sinks in.

_Lets make you an Avenger._

Perhaps he's disillusioned, but the idea doesn't hold the sway it once did. He swallows, and shakes his head.

"No." _Wow, surprisingly resolute today, aren't we Pete?_ "I mean, thank you, Mr Stark, but— No."

_"No?"_

Mr Stark is looking at him like he's grown a second head, but Peter knows what he has to do.

"I appreciate everything you've done for me—"

"Woah, where are you going with this Pete?"

"—but Spider-Man belongs to me. He works on _my_ terms. Not anyone else's. Not yours." Mr Stark gets this look in his eyes that makes Peter feel like he's being x-rayed, but he doesn't back down. "I shouldn't have tricked myself into thinking the suit was mine because you gave it to me. I should never have accepted it to begin with."

Mr Stark mutters, "Oh, _Christ_. Listen, kid, the suit is yours, okay? I shouldn't have taken it away from you."

He shakes his head. "No, it's not mine, Mr Stark. And—And I could tell when I wore it. It wasn't just the meddling AI—"

_"Hey."_

"—It was how the webshooters weren't calibrated like mine, they weren't _responsive_ in the same way mine were. And all those web combinations! Who needs a _thousand_ types of webs?

"Five hundred and seventy eight," he interjects.

"I mean—I'm sorry, Mr Stark, I don't want to be rude, but—"

"Alright, alright. You've made your point, Pete." Mr Stark huffs out an agitated breath, then takes off his sunglasses and meets Peter's eyes for the first time. "Look, kid, I majorly fucked up in terms of dealing with you. I offered you help then blocked you out, and that was—That was shitty of me. You're at full liberty to walk out of here today and never speak to me again."

"Oh, Mr Stark, I—"

He makes a shushing motion. "No, I'm talking now. It's my turn in the group circle. I can accept that you won't take the Iron Spider suit, or the one I made you originally, but I'm not letting you back out on the streets in the onesie. That's where I draw the line. So, I'd like to offer you a compromise of sorts."

They start walking again. Happy is on their tail, not far behind. Peter swallows reflexively, but doesn't say anything.

"You aren't going back out in the onesie again. That thing belongs in the garbage disposal, or a museum showcase or something. It offers you none of the protection that a Stark suit does. Which is why... you're going to build your own suit. Here. With me supervising in the background, of course. Can't let you go crazy now, can I?"

"Mr Stark—"

"Still not done. We'll make it official, the internship. You'll come here after school some days and work on your suit. One you build yourself. How does that—" He clears his throat, uncomfortable. "How does that sound?"

It takes Peter a few seconds for the offer to sink in.

"That sounds... _incredible_ , Mr Stark," he says slowly. The man smiles at that, in a quite self-satisfied manner. Peter keeps going then, his mouth quickly getting back to its usual motor speed. "I already had so many ideas building up, but there was no way for me to test them, y'know, to see if they'd work, so maybe I can try some of them out. Oh! And my webshooters. The mechanical ones I designed work better for me than digital ones—I like to feel the weight of them—and I have so many designs for slimmer ones, but I still have to compensate for the web fluid capsules..."

He's so wrapped up in his rhapsodising that he misses the wry look Happy is directing at the back of his head, or the begrudgingly fond one from Mr Stark, who for the time being is content to let him ramble.

Peter is still wary, he has to say. But Mr Stark seems determined to move past the events of the Homecoming incident, and Peter can't say he's keen to linger either. To move on from months of silence to a full-fledged internship seems almost too good to be true.

Ben was always excited for the opportunities that were afforded to Peter.

He bites his lip and glances sideways at Mr Stark again, just as they reach the car. Happy gets in ahead of Peter, who hangs back for a moment.

"Mr Stark," he begins, then trails off. "Spider-Man isn't something I do just for the fun of it. Don't get me wrong! It is fun, sometimes, but I take it seriously. I owe it to someone who meant a lot to me. Who meant everything to me. And to someone who still does."

"May's proud of you, kid," he says lowly. "And I didn't know him, but I bet Ben would have been too."

"Do you get it?" Peter asks.

"My... dad wasn't the best guy around," Mr Stark says, "but my mom deserved the world. She deserved to be safe. So yeah, kid. I absolutely get it." The hand on Peter's shoulder tightens its grip. "I won't leave you stranded again."

"I'd get myself out if you did," Peter says, grinning.

Mr Stark huffs a laugh. "Yeah, kid. The point is, you don't have to."

* * *

Something big is up with the kid.

Tony doesn't know what it is, and he sure as hell isn't in any position to go demanding answers from him after the last few months of silence, but he's beginning to worry. Again. Those few hours of relief after he found out the kid was still alive are definitively up.

The night Peter chased down Toomes, something happened. Tony knows it did. But he has no way of knowing _what_ , and Peter, who is hurt and wary, and rightfully so, won't say a word.

At first, Tony tries to let it go. He invites Peter into his lab two days a week, and lets him loose with suit designs while he takes care of his own business on the other side of the lab. They stop for food whenever FRIDAY makes them, but don't talk all that much. Tony has come to the conclusion that he's really not cut out for the whole mentor business. But he can keep an eye on Peter, at least.

"Everything good, kid?" is about as deep into any real discussion he gets.

"Totally," Peter replies, not taking his eyes away from the suit on-screen in front of him.

It's less primary colours than the one Tony made, which was based off the pale blue and red onesie. Dark navy and red go together well to make a suit that has less bells and whistles than the original, but twice the effectiveness. Tony is sure of this, because as he himself pointed out to Peter, nobody knows what Spider-Man needs better than him.

"I think the suit is ready, Mr Stark."

Tony hadn't been asking about the suit, but he doesn't push it.

Then two weeks pass, three, four, and Peter continues to look as drawn and pale as he did in the first days after Coney Island. It's another lab night, and Peter has spent the last two hours trying to make his webs last longer before dissolving. Tony has spent them pretending to go over a set of papers that he promised Pepper he would be done with approximately two nights ago.

Pete can dodge his questions like a champ, Tony'll give him that. But when the kid leaves to go to the bathroom, he does what he probably should have the moment he realised something was still wrong, and appealed to FRIDAY.

"I believe I know what is causing Mr Parker's continued distress," she tells him, "but I really think you should ask him yourself, boss. Be direct. Just say it."

"Oh, thank you," he grumbles, glaring up at the ceiling as Peter returns. "I'm giving you away to a pediatric hospital."

"Why's FRIDAY being kicked out?" Peter asks, looking mildly amused as he retakes his seat.

"She's keeping secrets from me," Tony says, trying to scrutinise Peter and simultaneously look like he's not in the least bit interested. "About the night of Toomes' attack. Seems something happened that I don't have on record. Any idea what she's talking about?"

Peter has gone very still.

"A lot of stuff happened that night, Mr Stark."

"But stuff that I don't have on record? I can't have a blip in the system, Pete. Help an old man out?"

Tension is written into every line of Peter's body. Tony finally gets up and crosses the lab to sit beside him, rather than try to worm information out of the kid from a distance. That's how they ended up in this mess to begin with. He winces when he realises that the glass rod Peter was using to stir his fluid prototype has snapped clean in two. Small drops of blood splash down onto a page filled with scribbles.

"Peter?"

"Toomes got the better of me. That night. I should have webbed both his hands." He's speaking in a hushed tone that Tony has to lean in closer to hear. "He was talking a lot. Had a lot to say. I thought I had him monologuing."

"What happened?"

Peter's adam's apple bobs. "He was buying himself time to take out the building supports. I didn't figure it out fast enough to run."

Tony's throat has gone dry, because if that isn't the most ominous sentence he's ever heard, he doesn't know what is. But Peter doesn't feel like sharing any more. He wraps up work for the day and announces it's time for him to go home. An hour earlier than usual. Happy, mired in his own guilt over the Homecoming Incident, doesn't complain when he has to take Peter back to Queens before he was supposed to.

When Tony is alone again, drumming his fingers restlessly against his leg, he has FRIDAY look into what Peter was talking about. The results she brings back to him make him regret asking.

No, they make him regret _everything_. Recuiting Peter in the first place, then failing to be there for him in any substantial capacity once he was back in Queens. _Then_ failing to see what the real problem with giving Peter the Stark suit was when he took it away. Just... everything.

Toomes brought a building down on the kid.

There was a warehouse collapse on the night of Peter's homecoming and evidence points towards it being one of Toomes' bases. He would have destroyed it to get rid of evidence. Or a spider-kid.

Peter's continuing strange behaviour suddenly makes a lot of sense. Not that Tony would know much about the kid outside of a single meeting pre-Germany and a host of forwarded voicemails from Happy. Even in the last few weeks, he's pointed Peter towards his own corner of the labs and sequestered himself away at the other side.

Always avoiding. But that was how he got here in the first place; staring uselessly down at an image of a collapsed warehouse, weeks after it came down to crush a kid he claimed to have taken under his wing.

"FRIDAY, has Happy's car left yet?"

"It is nearing the end of the driveway now, boss."

Tony swallows (his pride, that is) and bolts from the lab, running towards the outside rather than from it, as he is normally wont to do.

Happy's Mercedes has stopped, waiting for him. It occurs to Tony as he slows to a jog that FRIDAY probably told Happy to stop, but there are more important things to linger on. Like the supremely confused spider-kid in the backseat, looking at Tony like he's a madman when he pulls open the car door and clambers in with a sigh.

"I wasn't built for exercise, kid," he pants, buckling up as the car starts moving again. Happy surreptitiously raises the partition.

"Mr Stark—"

"Pete," he says, wincing a bit as he realises that interruptions probably aren't the best way to start things anew. "I might be the _worst_ Avenger you could have chosen to idolise. I hurt people without realising constantly, and—I mean, lets not get into my reckless streak, or how I've manipulated people, or my conceitedness—Is conceitedness a word?"

"Please, Mr Stark—"

"There's another flaw, my general ignorance—"

 _"Shut up, Mr Stark!"_ Peter is staring at him with an inflamed look in his eyes, and Tony wisely snaps his jaw shut for once. "Do you honestly not know why I admire you so much? Your integrity, your determination to do the right thing—"

He can't help but interrupt. "I lied to you over Sokovia."

"I know." Peter's jaw clenches a bit tighter at that, a move that tells Tony he isn't happy about it. "But I can look past that, because I still believe in what I was fighting for that day. Accountability. Responsibility. Owning up to the things you do which hurt other people." He goes quiet for a minute. Tony doesn't dare interrupt now. "I got Ben killed, Mr Stark. That isn't just my own guilt complex talking. I _did_. I had the chance to apprehend the man who went on to kill him, and I didn't take it. I'll spend the rest of my life paying for it."

They stare at each other for a solid thirty seconds; Peter daring Tony to contradict him, Tony wondering what he can say in response to such a devastating statement that won't get him shut out.

He unclenches his fist, puts any thoughts of Adrian Toomes from his mind—for the moment, because he's making plans to visit the convict in prison—and makes Peter an offer.

"Well lets agree on this now, kid: we don't lie to each other anymore. Not over the big stuff."

Peter nods jerkily. "That sounds good, Mr Stark." He still doesn't talk about the warehouse. Tony supposes, sardonically, that they aren't there yet.

He clears his throat once, twice, then says, "Fuck it," and reaches across the gap to pull the kid into a hug. After a shocked couple of seconds, he feels it returned by deceptively strong arms. "I won't let you down again, Pete."

**Notes for the Chapter:**

> To clarify, I like Karen! But I imagine that a version of her imbued with Tony's micro-manage-from-a-distance behaviour wouldn't be as helpful as intended. Also, the spider suit Peter designs at the end is essentially the one from FFH, except blue rather than black, because black and red suits belong to Miles as far as I'm concerned.
> 
> Writing this triggered an idea; what if Spider-Gwen existed in the MCU alongside Spider-Man? So I'm thinking of writing it, because there's not enough Gwen Stacy love on AO3! But I haven't made my mind up yet. I like the ideas I explored in this, but I don't think I gave myself the room to properly develop them. Maybe with the Spider-Gwen story I could fix that.
> 
> Let me know what you think of the idea!


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